Sec Form 4 Filing - Blackstone Real Estate Partners VI.TE.2 Prime L.P. @ Park Hotels & Resorts Inc. - 2017-03-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Blackstone Real Estate Partners VI.TE.2 Prime L.P.
2. Issuer Name and Ticker or Trading Symbol
Park Hotels & Resorts Inc. [ PK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2017
(Street)
NEW YORK, NY10154
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/15/2017 S 47,096,232 D $ 25.45 28,487,266 ( 1 ) I See Footnotes ( 2 ) ( 5 ) ( 10 ) ( 11 ) ( 12 ) ( 13 )
Common Stock 03/15/2017 S 1,623,542 D $ 25.45 980,192 ( 1 ) I See Footnotes ( 3 ) ( 5 ) ( 10 ) ( 11 ) ( 12 ) ( 13 )
Common Stock 03/15/2017 S 166,521 D $ 25.45 98,597 ( 1 ) I See Footnotes ( 4 ) ( 5 ) ( 10 ) ( 11 ) ( 12 ) ( 13 )
Common Stock 03/15/2017 S 9,797 D $ 25.45 5,802 ( 1 ) I See Footnotes ( 6 ) ( 10 ) ( 11 ) ( 12 ) ( 13 )
Common Stock 03/15/2017 S 4,727,299 D $ 25.45 2,799,114 ( 1 ) I See Footnotes ( 7 ) ( 10 ) ( 11 ) ( 12 ) ( 13 )
Common Stock 03/15/2017 S 28,062 D $ 25.45 16,616 ( 1 ) I See Footnotes ( 8 ) ( 10 ) ( 11 ) ( 12 ) ( 13 )
Common Stock 9,545 ( 1 ) I See Footnotes ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blackstone Real Estate Partners VI.TE.2 Prime L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
HLT BREP VI.TE.2 Holdings Prime Holdco LLC
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Holdings VI Prime L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
BREP VI Side-by-Side GP L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
HLT BREH Intl II Holdings Holdco Prime LLC
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Holdings International II-Q Prime L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
BREP International II-Q GP L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
BREP International II-Q GP L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Real Estate Partners VI Prime L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Capital Partners V Prime L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 PRIME L.P., By: Blackstone Real Estate Associates VI L.P., its general partner, By: BREA VI L.L.C., its general partner, By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director 03/17/2017
** Signature of Reporting Person Date
HLT BREP VI.TE.2 HOLDINGS PRIME HOLDCO LLC, By: Blackstone Real Estate Partners VI.TE.2 Prime L.P., its sole member, By: Blackstone Real Estate Associates VI L.P., its GP, By: BREA VI L.L.C., its GP, By: /s/ Paul Quinlan, Title: Managing Director 03/17/2017
** Signature of Reporting Person Date
BLACKSTONE REAL ESTATE HOLDINGS VI PRIME L.P., By: BREP VI Side-by-Side GP L.L.C., its general partner, By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director 03/17/2017
** Signature of Reporting Person Date
BREP VI SIDE-BY-SIDE GP L.L.C., By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director 03/17/2017
** Signature of Reporting Person Date
HLT BREH INTL II HOLDINGS HOLDCO PRIME LLC, By: Blackstone Real Estate Holdings International II-Q Prime L.P., controlling member, By: BREP International II-Q GP L.P., its GP, By: BREP International II-Q GP L.L.C., its GP, By: /s/ Paul Quinlan, Man. Dir. 03/17/2017
** Signature of Reporting Person Date
BLACKSTONE REAL ESTATE HOLDINGS INTERNATIONAL II-Q PRIME L.P., By: BREP International II-Q GP L.P., its general partner, By: BREP International II-Q GP L.L.C., its general partner, By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director 03/17/2017
** Signature of Reporting Person Date
BREP INTERNATIONAL II-Q GP L.P., By: BREP International II-Q GP L.L.C., its general partner, By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director 03/17/2017
** Signature of Reporting Person Date
BREP INTERNATIONAL II-Q GP L.L.C., By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director 03/17/2017
** Signature of Reporting Person Date
BLACKSTONE REAL ESTATE PARTNERS VI PRIME L.P., By: Blackstone Real Estate Associates VI L.P., its general partner, By: BREA VI L.L.C., its general partner, By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director 03/17/2017
** Signature of Reporting Person Date
BLACKSTONE CAPITAL PARTNERS V PRIME L.P., By: Blackstone Management Associates V L.L.C., its general partner, By: BMA V, L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 03/17/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Total holdings include shares of Common Stock received as a dividend from Park Hotels & Resorts Inc. on March 9, 2017.
( 2 )Reflects securities held directly by HLT Holdco III Prime LLC. HLT Holdco III Prime LLC is a wholly-owned subsidiary of HLT Holdco II Prime LLC. HLT Holdco II Prime LLC is a wholly-owned subsidiary of HLT Holdco Prime LLC. HLT Holdco Prime LLC is a wholly-owned subsidiary of BH Hotels Holdco Prime LLC ("BH Hotels").
( 3 )Reflects securities held directly by HLT A23 Holdco Prime LLC. The sole member of HLT A23 Holdco Prime LLC is BH Hotels.
( 4 )Reflects securities held directly by HLT BREH VI Holdco Prime LLC. The sole member of HLT BREH VI Holdco Prime LLC is BH Hotels.
( 5 )The managing members of BH Hotels are Blackstone Real Estate Partners VI Prime L.P. and Blackstone Capital Partners V Prime L.P. The general partner of Blackstone Capital Partners V Prime L.P. is Blackstone Management Associates V L.L.C. The sole member of Blackstone Management Associates V L.L.C is BMA V L.L.C. The general partner of Blackstone Real Estate Partners VI Prime L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of each of BREA VI L.L.C. and BMA V L.L.C. is Blackstone Holdings III L.P.
( 6 )Reflects securities held directly by HLT A23 BREH VI Holdco Prime LLC. The sole member of HLT A23 BREH VI Holdco Prime LLC is HLT BREH VI-A Holdings Prime Holdco LLC. The sole member of HLT BREH VI-A Holdings Prime Holdco LLC is Blackstone Real Estate Holdings VI Prime L.P. The general partner of Blackstone Real Estate Holdings VI Prime L.P. is BREP VI Side-by-Side GP L.L.C. The sole member of BREP VI Side-by-Side GP L.L.C. is Blackstone Holdings III L.P.
( 7 )Reflects securities held directly by HLT BREP VI.TE.2 Holdco Prime LLC. The sole member of HLT BREP VI.TE.2 Holdco Prime LLC is HLT BREP VI.TE.2 Holdings Prime Holdco LLC. The sole member of HLT BREP VI.TE.2 Holdings Prime Holdco LLC is Blackstone Real Estate Partners VI.TE.2 Prime L.P. The general partner of Blackstone Real Estate Partners VI.TE.2 Prime L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of BREA VI L.L.C. is Blackstone Holdings III L.P.
( 8 )Reflects securities held directly by HLT BREH Intl II Holdco Prime LLC. The sole member of HLT BREH Intl II Holdco Prime LLC is HLT BREH Intl II Holdings Holdco Prime LLC. The controlling member of HLT BREH Intl II Holdings Holdco Prime LLC is Blackstone Real Estate Holdings International II-Q Prime L.P. The general partner of Blackstone Real Estate Holdings International II-Q Prime L.P. is BREP International II-Q GP L.P. The general partner of BREP International II-Q GP L.P. is BREP International II-Q GP L.L.C. The sole member of BREP International II-Q GP L.L.C. is Blackstone Holdings III L.P.
( 9 )Reflects shares of Common Stock held directly by Stephen A. Schwarzman.
( 10 )The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
( 11 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
( 12 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
( 13 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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