Sec Form 3 Filing - Blackstone Holdings I L.P. @ One Madison Corp - 2018-01-22

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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 I L.P.
2. Issuer Name and Ticker or Trading Symbol
One Madison Corp [ OMAD]
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, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/22/2018
(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
Class A Ordinary Shares 3,440,000 I See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 )
Class A Ordinary Shares 560,000 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
Class B Ordinary Shares 451,500 ( 6 ) I See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 )
Class B Ordinary Shares 73,500 ( 6 ) I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
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 I L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
BSOF Master Fund L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
BSOF Master Fund II L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
Blackstone Strategic Opportunity Associates L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
Blackstone Alternative Solutions L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
Blackstone Holdings II L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
Blackstone Holdings I/II GP Inc
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
Blackstone Group L.P.
345 PARK AVENUE, 28TH FLOOR.
NEW YORK, NY10154
X
Blackstone Group Management L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
SCHWARZMAN STEPHEN A
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE, 28TH FLOOR
NEW YORK, NY10154
X
Signatures
BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP, Inc., its general partner, Name: /s/ J. Tomilson Hill, Title: Vice Chairman 01/31/2018
Signature of Reporting Person Date
BSOF MASTER FUND L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person 01/31/2018
Signature of Reporting Person Date
BSOF MASTER FUND II L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person 01/31/2018
Signature of Reporting Person Date
BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C., Name: /s/ Peter Koffler, Title: Authorized Person 01/31/2018
Signature of Reporting Person Date
BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C, Name: /s/ Peter Koffler, Title: Authorized Persons 01/31/2018
Signature of Reporting Person Date
BLACKSTONE HOLDINGS II L.P., By: Blackstone holdings I/II GP Inc., its general partner, Name: /s/ J. Tomilson Hill, Title: Vice Chairman 01/31/2018
Signature of Reporting Person Date
BLACKSTONE HOLDINGS I/II GP INC., Name: /s/ J. Tomilson Hill, Title: Vice Chairman 01/31/2018
Signature of Reporting Person Date
THE BLACKSTONE GROUP L.P., By: Blackstone Group Management L.L.C., its general partner, Name: /s/ J. Tomilson Hill, Title: Vice Chairman 01/31/2018
Signature of Reporting Person Date
BLACKSTONE GROUP MANAGEMENT, L.L.C., Name: /s/ J. Tomilson Hill, Title: Vice Chairman 01/31/2018
Signature of Reporting Person Date
STEPHEN A. SCHWARZMAN, Name: /s/ Stephen A. Schwarzman 01/31/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects securities of One Madison Corporation (the "Issuer") directly held by BSOF Master Fund L.P. ("BSOF").
( 2 )Reflects securities of the Issuer directly held by BSOF Master Fund II L.P. ("BSOF II", and together with BSOF, the "BSOF Funds").
( 3 )Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the sole member of BSOA. Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Holdings I/II GP Inc. ("Holdings GP") is the general partner of each of Holdings I and Holdings II. The Blackstone Group L.P. ("Blackstone") is the controlling shareholder of Holdings GP. Blackstone Group Management L.L.C. ("Blackstone Management") is the general partner of Blackstone. Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.
( 4 )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.
( 5 )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.
( 6 )The Class B Ordinary Shares ("Founder Shares") will be automatically converted into Class A Ordinary Shares (or Class C Ordinary Shares, at the election of the holder) on the first business day following the consummation of the Issuer's initial business combination. The Founder Shares are subject to certain transfer restrictions and an aggregate of 157,500 of the Founder Shares held by BSOF and BSOF II are subject to forfeiture if certain earnout targets are not met.

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