0001209191-14-044815.txt : 20140701 0001209191-14-044815.hdr.sgml : 20140701 20140701185538 ACCESSION NUMBER: 0001209191-14-044815 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140627 FILED AS OF DATE: 20140701 DATE AS OF CHANGE: 20140701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hilton Worldwide Holdings Inc. CENTRAL INDEX KEY: 0001585689 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 274384691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7930 JONES BRANCH DRIVE, SUITE 1100 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 703-883-1000 MAIL ADDRESS: STREET 1: 7930 JONES BRANCH DRIVE, SUITE 1100 CITY: MCLEAN STATE: VA ZIP: 22102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Management Associates V L.L.C. CENTRAL INDEX KEY: 0001368609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953930 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE CAPITAL PARTNERS V L P CENTRAL INDEX KEY: 0001343206 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953931 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACKSTONE REAL ESTATE PARTNERS VI L P CENTRAL INDEX KEY: 0001391893 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953934 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone A23 Holdings LLC CENTRAL INDEX KEY: 0001593793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953936 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BMA V L.L.C. CENTRAL INDEX KEY: 0001368608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953938 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BREA VI L.L.C. CENTRAL INDEX KEY: 0001590150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953932 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HLT Holdco LLC CENTRAL INDEX KEY: 0001593790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953937 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: Hilton Hotels Holdings LLC DATE OF NAME CHANGE: 20131209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Real Estate Associates VI L.P. CENTRAL INDEX KEY: 0001587215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953933 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BH Hotels Holdco LLC CENTRAL INDEX KEY: 0001593796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 14953935 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-06-27 0 0001585689 Hilton Worldwide Holdings Inc. HLT 0001368608 BMA V L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 0001593790 HLT Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 0001593793 Blackstone A23 Holdings LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 0001593796 BH Hotels Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 0001391893 BLACKSTONE REAL ESTATE PARTNERS VI L P C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 0001587215 Blackstone Real Estate Associates VI L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 0001590150 BREA VI L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 0001343206 BLACKSTONE CAPITAL PARTNERS V L P C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 0001368609 Blackstone Management Associates V L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE, NEW YORK NY 10154 0 0 1 0 Common Stock 2014-06-27 4 S 0 100349090 21.9375 D 629235083 I See Footnotes Common Stock 2014-06-27 4 S 0 3150910 21.9375 D 19757661 I See Footnotes Common Stock 2014-06-30 4 J 0 59105908 D 569104195 I See Footnotes Common Stock 1024980 I See Footnotes Common Stock 337022 I See Footnotes Common Stock 56769077 I See Footnotes Common Stock 1999809 I See Footnotes This amount represents the $22.50 public offering price per share of Common Stock, par value $0.01 per share ("Common Stock"), of Hilton Worldwide Holdings Inc. (the "Issuer"), less the underwriting discount of $0.5625 per share of Common Stock. Reflects shares of Common Stock directly held by HLT Holdco LLC (formerly known as Hilton Hotels Holdings LLC). The sole member of HLT Holdco LLC is BH Hotels Holdco LLC ("BH Hotels"). Following the Reorganization described in footnote (4) below, a portion of such shares of Common Stock are directly held by HLT Holdco II LLC, HLT Holdco III LLC and the Reorganization Funds. Reflects shares of Common Stock directly held by Blackstone A23 Holdings LLC. Pursuant to a reorganization (the "Reorganization"), a portion of shares of Common Stock that were previously directly held by HLT Holdco LLC were transferred to HLT BREH Intl II Holdco LLC, HLT BREP VI.TE.2 Holdco LLC and HLT BREH VI Holdco LLC (the "Reorganization Funds"), each an indirect subsidiary of Blackstone Holdings III L.P. Also pursuant to the Reorganization, HLT Holdco LLC contributed a portion of additional shares of Common Stock then held by it to a wholly-owned entity, HLT Holdco II LLC, which then further contributed a portion of such shares of Common Stock to HLT Holdco III LLC, an entity wholly-owned by HLT Holdco II LLC. After the Reorganization, HLT Holdco LLC directly holds 1,024,980 shares of Common Stock and indirectly beneficially owns 569,104,195 shares of Common Stock through its interests in HLT Holdco II LLC and HLT Holdco III LLC. (Continued From Footnote 4) The sole member of HLT Holdco LLC is BH Hotels. HLT Holdco II LLC, HLT Holdco III LLC, the Reorganization Funds and certain affiliates of The Blackstone Group L.P. that may be deemed to beneficially own all or a portion of the shares beneficially owned by the Reorganization Funds are filing separate Forms 3. Reflects shares of Common Stock directly held by HLT Holdco LLC after the Reorganization. Reflects shares of Common Stock indirectly beneficially owned by Blackstone Holdings III L.P. through its interests in HLT BREH Intl II Holdco LLC following the Reorganization. Such shares of Common Stock were previously indirectly beneficially owned by Blackstone Holdings III L.P. through its indirect interest in HLT Holdco LLC. Reflects shares of Common Stock indirectly beneficially owned by Blackstone Real Estate Associates VI L.P. through its interests in HLT BREP VI.TE.2 Holdco LLC following the Reorganization. Such shares of Common Stock were previously indirectly beneficially owned by Blackstone Real Estate Associates VI L.P. through its indirect interest in HLT Holdco LLC. Reflects shares of Common Stock indirectly beneficially owned by Blackstone Holdings III L.P. through its interests in the HLT BREH VI Holdco LLC following the Reorganization. Such shares of Common Stock were previously indirectly beneficially owned by Blackstone Holdings III L.P. through its indirect interest in HLT Holdco LLC. The managing members of each of BH Hotels and Blackstone A23 Holdings LLC are Blackstone Real Estate Partners VI L.P. and Blackstone Capital Partners V L.P. The general partner of Blackstone Capital Partners V 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 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 sole member of each of BREA VI L.L.C. and BMA V 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 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, Steven A. Schwarzman. Due to the limitations of the electronic filing system Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C., and Mr. Schwarzman are filing a separate Form 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. Each of the Reporting Persons (other than each of HLT Holdco LLC and Blackstone A23 Holdings LLC to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by each of HLT Holdco II LLC, HLT Holdco III LLC, HLT BREH Intl II Holdco LLC, HLT BREP VI.TE.2 Holdco LLC and HLT BREH VI Holdco LLC, HLT Holdco LLC and Blackstone A23 Holdings LLC, 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 HLT Holdco LLC and Blackstone A23 Holdings LLC to the extent they directly hold 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. HLT Holdco LLC, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-07-01 BLACKSTONE A23 HOLDINGS LLC, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-07-01 BH HOTELS HOLDCO LLC, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-07-01 BLACKSTONE REAL ESTATE PARTNERS VI L.P., By: Blackstone Real Estate Associates VI L.P., its general partner, By: BREA VI L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-07-01 BLACKSTONE REAL ESTATE ASSOCIATES VI L.P., By: BREA VI L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-07-01 BREA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-07-01 BLACKSTONE CAPITAL PARTNERS V 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 2014-07-01 BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C., By: BMA V, L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-07-01 BMA V L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2014-07-01