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^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESH Hospitality, Inc. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2015

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)
Paired Shares	08/04/2015		G⁽¹⁾⁽²⁾	V	16,476	D	$0.00	0	D
Paired Shares								8,730,732	I	See Footnotes⁽²⁾⁽³⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Paired Shares								8,846,409	I	See Footnotes⁽²⁾⁽⁴⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Paired Shares								2,950,447	I	See Footnotes⁽²⁾⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Paired Shares								59,495	I	See Footnotes⁽²⁾⁽⁶⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Paired Shares								9,202,360	I	See Footnotes⁽²⁾⁽⁷⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Paired Shares								5,615,178	I	See Footnotes⁽²⁾⁽⁸⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Paired Shares								12,070,866	I	See Footnotes⁽²⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Paired Shares								145,243	I	See Footnotes⁽²⁾⁽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 (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. Reflects Paired Shares directly held by Stephen A. Schwarzman that were donated to a charitable foundation.

2. Each Paired Share is comprised of one share of common stock, par value $0.01 per share, of Extended Stay America, Inc. and one share of Class B Common Stock, par value $0.01 per share, of ESH Hospitality, Inc., which shares are paired and traded as a single unit. A Form 4 reflecting the holdings of Paired Shares by the Reporting Person shown on this Form 4 has been concurrently filed with respect to Extended Stay America, Inc. as issuer.

3. These Paired Shares are directly held by Blackstone Real Estate Partners VI.A-ESH L.P.

4. These Paired Shares are directly held by Blackstone Real Estate Partners VI.B-ESH L.P.

5. These Paired Shares are directly held by Blackstone Real Estate Partners VI.C-ESH L.P.

6. These Paired Shares are directly held by Blackstone Real Estate Partners (AIV) VI-ESH L.P.

7. These Paired Shares are directly held by Blackstone Real Estate Partners VI.F-ESH L.P.

8. These Paired Shares are directly held by Blackstone Real Estate Partners VI.TE.1-ESH L.P.

9. These Paired Shares are directly held by Blackstone Real Estate Partners VI.TE.2-ESH L.P.

10. These Paired Shares are directly held by Blackstone Real Estate Holdings VI L.P.

11. The general partner of each of Blackstone Real Estate Partners VI.A-ESH L.P., Blackstone Real Estate Partners VI.B-ESH L.P., Blackstone Real Estate Partners VI.C-ESH L.P., Blackstone Real Estate Partners (AIV) VI-ESH L.P., Blackstone Real Estate Partners VI.F-ESH L.P., Blackstone Real Estate Partners VI.TE.1-ESH L.P. and Blackstone Real Estate Partners VI.TE.2-ESH L.P. (together with Blackstone Real Estate Holdings VI L.P., collectively, the "Partnerships") is Blackstone Real Estate Associates VI-ESH L.P. The general partner of Blackstone Real Estate Holdings VI L.P. is BREP VI Side-by-Side GP L.L.C. (Continued in footnote 12).

12. The general partner of Blackstone Real Estate Associates VI-ESH L.P. is BREA VI-ESH L.L.C. The managing member of BREA VI-ESH L.L.C. and sole member of BREP VI Side-by-Side GP L.L.C. is Blackstone Holdings III L.P. 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 managing 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. (Continued in footnote 13).

13. The Reporting Person (other than to the extent he directly holds securities reported herein) disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the Reporting Person (other than to the extent he 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.

Remarks:

	/s/ Stephen A. Schwarzman	08/31/2015
	** 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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