SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SKERO KATHLEEN

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Blackstone Group L.P. [ BX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	12/29/2009		A		22,497⁽¹⁾	A	$0	22,497	D
Common units representing limited partner interests	01/01/2011		A		17,470⁽²⁾	A	$0	39,967	D
Common units representing limited partner interests	01/01/2012		A		20,626⁽³⁾	A	$0	60,593	D
Common units representing limited partner interests	07/01/2012		A		32,725⁽⁴⁾	A	$0	93,318	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Granted under the 2007 Equity Incentive Plan, 18,747 of these 22,497 deferred restricted common units vest ratably over a three-year period, of which 12,498 units have already vested and the remaining 6,249 will vest on January 1, 2013, subject to the Reporting Person's continued employment with Blackstone. Also granted under the 2007 Equity Incentive Plan, 3,750 of these deferred restricted common units will vest on the three-year anniversary of the January 1 following the grant date, which is January 1, 2013, subject to the Reporting Person's continued employment with Blackstone. As these deferred restricted common units vest, the underlying common units will be delivered to the Reporting Person. Notwithstanding the foregoing, the units may be delivered earlier upon a change in control of Blackstone.

2. Granted under the 2007 Equity Incentive Plan, 14,588 of these 17,470 deferred restricted common units vest ratably over a three-year period, of which 4,853 units have already vested, 4,853 will vest on January 1, 2013, and 4,852 will vest on January 1, 2014, subject to the Reporting Person's continued employment with Blackstone. Also granted under the 2007 Equity Incentive Plan, 2,912 of these deferred restricted common units will vest on the three-year anniversary of the grant date, which is January 1, 2014, subject to the Reporting Person's continued employment with Blackstone. As these deferred restricted common units vest, the underlying common units will be delivered to the Reporting Person. Notwithstanding the foregoing, the units may be delivered earlier upon a change in control of Blackstone.

3. Granted under the 2007 Equity Incentive Plan, 17,188 of these 20,626 deferred restricted common units vest ratably over a three-year period, with 5,729 units vesting on January 1, 2013, 5,729 units vesting on January 1, 2014 and 5,730 vesting on January 1, 2015, subject to the Reporting Person's continued employment with Blackstone. Also granted under the 2007 Equity Incentive Plan, 3,438 of these deferred restricted common units will vest on the three-year anniversary of the grant date, which is January 1, 2015, subject to the Reporting Person's continued employment with Blackstone. As these deferred restricted common units vest, the underlying common units will be delivered to the Reporting Person. Notwithstanding the foregoing, the units may be delivered earlier upon a change in control of Blackstone.

4. Granted under the 2007 Equity Incentive Plan, 20% of these deferred restricted common units, or 6,545 units, will vest on July 1, 2015; an additional 30%, or 9,817 units, will vest on July 1, 2016; and the remaining 50%, or 16,363, will vest on July 1, 2017. As these deferred restricted common units vest, the underlying common units will be delivered to the Reporting Person, except that no more than 3/4 of the vested units will be delivered during the Reporting Person's service with Blackstone (with the remaining units to be delivered after the expiration of the Reporting Person's restrictive covenant period). Notwithstanding the foregoing, the units may be delivered earlier upon a change in control of Blackstone.

	John G. Finley, Attorney-in-Fact	07/27/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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