Sec Form 4 Filing - Blackstone Holdings II L.P. @ CorePoint Lodging Inc. - 2022-03-03

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 Holdings II L.P.
2. Issuer Name and Ticker or Trading Symbol
CorePoint Lodging Inc. [ CPLG]
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 BLACKSTONE INC., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2022
(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 03/03/2022 S 6,769,655 D $ 15.99( 1 ) 0 I See Footnotes( 2 )( 17 )( 19 )( 20 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 932,172 D $ 15.99( 1 ) 0 I See Footnotes( 3 )( 18 )( 19 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 526,436 D $ 15.99( 1 ) 0 I See Footnotes( 4 )( 19 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 177,047 D $ 15.99( 1 ) 0 I See Footnotes( 5 )( 19 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 71,631 D $ 15.99( 1 ) 0 I See Footnotes( 6 )( 19 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 190,751 D $ 15.99( 1 ) 0 I See Footnotes( 7 )( 19 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 262,018 D $ 15.99( 1 ) 0 I See Footnotes( 8 )( 19 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 304,078 D $ 15.99( 1 ) 0 I See Footnotes( 9 )( 19 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 89,162 D $ 15.99( 1 ) 0 I See Footnotes( 10 )( 21 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 3,045,672 D $ 15.99( 1 ) 0 I See Footnotes( 11 )( 20 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 770,527 D $ 15.99( 1 ) 0 I See Footnotes( 12 )( 20 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 1,096,835 D $ 15.99( 1 ) 0 I See Footnotes( 13 )( 20 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 2,817,965 D $ 15.99( 1 ) 0 I See Footnotes( 14 )( 20 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 88,291 D $ 15.99( 1 ) 0 I See Footnotes( 15 )( 20 )( 22 )( 23 )( 24 )( 25 )( 26 )
Common Stock 03/03/2022 S 444,298 D $ 15.99( 1 ) 0 I See Footnotes( 16 )( 21 )( 22 )( 23 )( 24 )( 25 )( 26 )
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 Holdings II L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BREA IV L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BREA V L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BREP IV Side-by-Side GP L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BREP V Side-by-Side GP L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings I/II GP L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Inc
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Group Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
SCHWARZMAN STEPHEN A
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
BREP IV SIDE-BY-SIDE GP L.L.C., By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director 03/07/2022
Signature of Reporting Person Date
BREP V SIDE-BY-SIDE GP L.L.C., By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director 03/07/2022
Signature of Reporting Person Date
BREA IV L.L.C., By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director 03/07/2022
Signature of Reporting Person Date
BREA V L.L.C., By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director 03/07/2022
Signature of Reporting Person Date
BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 03/07/2022
Signature of Reporting Person Date
Blackstone Holdings I/II GP L.L.C. By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 03/07/2022
Signature of Reporting Person Date
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 03/07/2022
Signature of Reporting Person Date
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 03/07/2022
Signature of Reporting Person Date
/s/ Stephen A. Schwarzman 03/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 3, 2022, Cavalier Acquisition Owner LP ("Cavalier") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, by and among the Issuer, Cavalier (as assignee of Cavalier Acquisition JV LP) and Cavalier MergerSub LP, a Delaware limited partnership and a wholly owned subsidiary of Cavalier (as assignee of Cavalier) ("Merger Sub") dated as of November 6, 2021 (as amended, modified or assigned, the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with Merger Sub surviving such merger as a wholly owned subsidiary of Cavalier (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $15.99 per share in cash, without interest and subject to applicable withholding tax.
( 2 )These securities are directly held by BRE/LQJV-NQ L.L.C. ("BRE-NQ").
( 3 )These securities are directly held by BRE/ Prime Mezz 2 L.L.C. ("BRE Prime").
( 4 )These securities are directly held by Blackstone Real Estate Partners IV L.P. ("BREP IV").
( 5 )These securities are directly held by Blackstone Real Estate Partners IV.F L.P. ("BREP IV F").
( 6 )These securities are directly held by Blackstone Real Estate Partners IV.TE.2 L.P. ("BREP IV TE.2").
( 7 )These securities are directly held by Blackstone Real Estate Partners (DC) IV.TE.1 L.P. ("BREPDC IV TE.1").
( 8 )These securities are directly held by Blackstone Real Estate Partners (DC) IV.TE.2 L.P. ("BREPDC IV TE.2").
( 9 )These securities are directly held by Blackstone Real Estate Partners (DC) IV.TE.3-A L.P. ("BREPDC IV TE.3").
( 10 )These securities are directly held by Blackstone Real Estate Holdings IV L.P. ("BREH IV").
( 11 )These securities are directly held by Blackstone Real Estate Partners V L.P. ("BREP V").
( 12 )These securities are directly held by Blackstone Real Estate Partners V.F L.P. ("BREP V F").
( 13 )These securities are directly held by Blackstone Real Estate Partners V.TE.1 L.P. ("BREP V TE.1").
( 14 )These securities are directly held by Blackstone Real Estate Partners V.TE.2 L.P. ("BREP V TE.2").
( 15 )These securities are directly held by Blackstone Real Estate Partners (AIV) V L.P. ("BREP AIV V").
( 16 )These securities are directly held by Blackstone Real Estate Holdings V L.P. ("BREH V," and together with BRE-NQ, BRE Prime, BREP IV, BREP IV F, BREP IV TE.2, BREPDC IV TE.1, BREPDC IV TE.2, BREPDC IV TE.3, BREH IV, BREP V, BREP V F, BREP V TE.1, BREP V TE.2 and BREP AIV V, the "Blackstone Funds").
( 17 )The managing members of BRE-NQ are BREP IV and BREP V.
( 18 )The managing member of BRE Prime is BRE/Prime Mezz 3-A L.L.C. The managing member of BRE/Prime Mezz 3-A L.L.C. is BRE/Prime Holdings L.L.C. The managing member of BRE/Prime Holdings L.L.C. is WIH Hotels L.L.C. The managing member of WIH Hotels L.L.C. is BREP IV.
( 19 )The general partner of each of BREP IV, BREP IV F, BREP IV TE.2, BREPDC IV TE.1, BREPDC IV TE.2 and BREPDC IV TE.3 is Blackstone Real Estate Associates IV L.P. The general partner of Blackstone Real Estate Associates IV L.P. is BREA IV L.L.C.
( 20 )The general partner of each of BREP V, BREP V F, BREP V TE.1, BREP V TE.2 and BREP AIV V is Blackstone Real Estate Associates V L.P. The general partner of Blackstone Real Estate Associates V L.P. is BREA V L.L.C.
( 21 )The general partner of BREH V is BREP V Side-by-Side GP L.L.C. The general partner of BREH IV is BREP IV Side-by-Side GP L.L.C.
( 22 )The sole member of each of BREP IV Side-by-Side GP L.L.C. and BREP V Side-by-Side GP L.L.C. and managing member of each of BREA IV L.L.C. and BREA V L.L.C is Blackstone Holdings II L.P.
( 23 )The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. 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.
( 24 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
( 25 )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.
( 26 )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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