FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/12/2013 |
3. Issuer Name and Ticker or Trading Symbol
Extended Stay America, Inc. [ STAY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Paired Shares | 10,214,102 | I | See footnotes(1)(2)(18)(19)(20)(21) |
Paired Shares | 10,349,433 | I | See footnotes(1)(3)(18)(19)(20)(21) |
Paired Shares | 3,451,734 | I | See footnotes(1)(4)(18)(19)(20)(21) |
Paired Shares | 69,603 | I | See footnotes(1)(5)(18)(19)(20)(21) |
Paired Shares | 6,569,209 | I | See footnotes(1)(6)(18)(19)(20)(21) |
Paired Shares | 14,121,731 | I | See footnotes(1)(7)(18)(19)(20)(21) |
Paired Shares | 10,765,860 | I | See footnotes(1)(8)(18)(19)(20)(21) |
Paired Shares | 169,920 | I | See footnotes(1)(9)(18)(19)(20)(21) |
Series A Preferred Stock of Extended Stay America, Inc. | 1,290 | I | See footnotes(10)(18)(19)(20)(21) |
Series A Preferred Stock of Extended Stay America, Inc. | 1,307 | I | See footnotes(11)(18)(19)(20)(21) |
Series A Preferred Stock of Extended Stay America, Inc | 436 | I | See footnotes(12)(18)(19)(20)(21) |
Series A Preferred Stock of Extended Stay America, Inc. | 9 | I | See footnotes(13)(18)(19)(20)(21) |
Series A Preferred Stock of Extended Stay America, Inc. | 829 | I | See footnotes(14)(18)(19)(20)(21) |
Series A Preferred Stock of Extended Stay America, Inc. | 1,783 | I | See footnotes(15)(18)(19)(20)(21) |
Series A Preferred Stock of Extended Stay America, Inc. | 1,359 | I | See footnotes(16)(18)(19)(20)(21) |
Series A Preferred Stock of Extended Stay America, Inc. | 21 | I | See footnotes(17)(18)(19)(20)(21) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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 3 reflecting the holdings of Paired Shares by the Reporting Persons shown on this Form 3 has been concurrently filed with respect to ESH Hospitality, Inc. as issuer. |
2. These Paired Shares are directly held by Blackstone Real Estate Partners VI.A-ESH L.P. |
3. These Paired Shares are directly held by Blackstone Real Estate Partners VI.B-ESH L.P. |
4. These Paired Shares are directly held by Blackstone Real Estate Partners VI.C-ESH L.P. |
5. These Paired Shares are directly held by Blackstone Real Estate Partners (AIV) VI-ESH L.P. |
6. These Paired Shares are directly held by Blackstone Real Estate Partners VI.TE.1-ESH L.P. |
7. These Paired Shares are directly held by Blackstone Real Estate Partners VI.TE.2-ESH L.P. |
8. These Paired Shares are directly held by Blackstone Real Estate Partners VI.F-ESH L.P. |
9. These Paired Shares are directly held by Blackstone Real Estate Holdings VI L.P. |
10. These shares of voting Series A Preferred Stock of Extended Stay America, Inc. ("Preferred Stock") are directly held by Blackstone Real Estate Partners VI.A-ESH L.P. |
11. These shares of Preferred Stock are directly held by Blackstone Real Estate Partners VI.B-ESH L.P. |
12. These shares of Preferred Stock are directly held by Blackstone Real Estate Partners VI.C-ESH L.P. |
13. These shares of Preferred Stock are directly held by Blackstone Real Estate Partners (AIV) VI-ESH L.P. |
14. These shares of Preferred Stock are directly held by Blackstone Real Estate Partners VI.TE.1-ESH L.P. |
15. These shares of Preferred Stock are directly held by Blackstone Real Estate Partners VI.TE.2-ESH L.P. |
16. These shares of Preferred Stock are directly held by Blackstone Real Estate Partners VI.G-ESH L.P. |
17. These shares of Preferred Stock are directly held by Blackstone Real Estate Holdings VI L.P. |
18. 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.TE.1-ESH L.P., Blackstone Real Estate Partners VI.TE.2-ESH L.P., Blackstone Real Estate Partners VI.F-ESH L.P. and Blackstone Real Estate Partners VI.G-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 19) |
19. 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 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 20) |
20. Each of such Blackstone entities (other than the Partnerships to the extent of their direct holdings) and Mr. Schwarzman may be deemed to beneficially own the Paired Shares and shares of Preferred Stock beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
21. Due to the limitations of the Securities and Exchange Commission's EDGAR system, Blackstone Real Estate Associates VI-ESH L.P., BREP VI Side-by-Side GP L.L.C., BREA VI-ESH L.L.C., 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 Stephen A. Schwarzman have filed a separate Form 3. |
Blackstone Real Estate Partners VI.A-ESH L.P.; By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner; By: BREA VI-ESH L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
Blackstone Real Estate Partners VI.B-ESH L.P.; By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner; By: BREA VI-ESH L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
Blackstone Real Estate Partners VI.C-ESH L.P.; By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner; By: BREA VI-ESH L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
Blackstone Real Estate Partners (AIV) VI-ESH L.P.; By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner; By: BREA VI-ESH L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
Blackstone Real Estate Partners VI.TE.1-ESH L.P.; By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner; By: BREA VI-ESH L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
Blackstone Real Estate Partners VI.TE.2-ESH L.P.; By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner; By: BREA VI-ESH L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
Blackstone Real Estate Partners VI.F-ESH L.P.; By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner; By: BREA VI-ESH L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
Blackstone Real Estate Partners VI.G-ESH L.P.; By: Blackstone Real Estate Associates VI-ESH L.P., its General Partner; By: BREA VI-ESH L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
Blackstone Real Estate Holdings VI L.P.; By: BREP VI Side-by-Side GP L.L.C., its General Partner; By: /s/ John G. Finley; Title: Chief Legal Officer | 11/12/2013 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |