SEC Form 3
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*
Blackstone Holdings I L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2013
3. Issuer Name and Ticker or Trading Symbol
Hilton Worldwide Holdings Inc. [ HLT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock 729,584,173 I (See Footnotes)(1)(5)(6)(7)(8)(9)(10)(11)
Common Stock 22,908,571 I (See Footnotes)(2)(5)(6)(7)(8)(9)(10)(11)
Common Stock 5,193,203 I (See Footnotes)(3)(4)(5)(6)(7)(8)(9)(10)(11)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
Blackstone Holdings I L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Holdings I/II GP Inc

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLACKSTONE REAL ESTATE PARTNERS VI L P

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLACKSTONE CAPITAL PARTNERS V L P

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Management Associates V L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BMA V L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Real Estate Associates VI L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BREA VI L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects shares of Common Stock (the "Common Stock"), par value $0.01 per share, of Hilton Worldwide Holdings Inc. (the "Issuer") directly held by Hilton Hotels Holdings LLC.
2. Reflects shares of Common Stock directly held by Blackstone A23 Holdings LLC.
3. Reflects shares of Common Stock indirectly held through its non-managing member interests in Hilton Global Holdings LLC by CT OPI Cayman Corp., LTD, a debt-focused investment vehicle controlled by affiliates of Blackstone. Hilton Hotels Holdings LLC is the managing member of Hilton Global Holdings LLC. Pursuant to an underwriting agreement, Hilton Global Holdings LLC has agreed to sell, or granted an option to purchase, such shares.
4. The sole stockholder of CT OPI Cayman Corp., LTD is CT Opportunity Partners I, LP. The general partner of CT Opportunity Partners I, LP is CT OPI GP, LLC. The managing member of CT OPI GP, LLC is CT Investment Management Co. LLC. The sole member of CT Investment Management Co. LLC is Huskies Acquisition LLC. The sole member of Huskies Acquisition LLC is Blackstone Holdings I L.P. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc.
5. The sole member of Hilton Hotels Holdings LLC is BH Hotels Holdco LLC ("BH Hotels"). 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 managing member of each of BREA VI L.L.C. and BMA V L.L.C. is Blackstone Holdings III L.P.
6. 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.
7. Due to the limitations of the electronic filing system Hilton Hotels Holdings LLC, Blackstone A23 Holdings LLC, BH Hotels Holdco LLC, CT OPI Cayman Corp., LTD, CT Opportunities Partners I, LP, CT OPI GP, LLC, CT Investment Management Co. LLC, Huskies Acquisition LLC, 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 separate Forms 3.
8. 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.
9. Each of the Reporting Persons (other than each of Hilton Hotels Holdings LLC and Blackstone A23 Holdings LLC (the "Blackstone Funds") to the extent they directly hold securities reported herein and CT OPI Cayman Corp., LTD to the extent of its pecuniary interest in shares held by Hilton Global Holdings LLC), disclaims beneficial ownership of the securities held by each of the Blackstone Funds and CT OPI Cayman Corp., LTD, except to the extent of such Reporting Person?s pecuniary interest therein,
10. (Continued from Footnote 9) and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Blackstone Funds to the extent they directly hold securities reported herein and CT OPI Cayman Corp., LTD to the extent of its pecuniary interest in shares held by Hilton Global Holdings LLC) 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.
11. The number of shares of Common Stock reflects the 9,205,128-for-1 forward stock split to be effected immediately prior to the closing of the initial public offering by the Issuer.
Remarks:
BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/12/2013
BLACKSTONE HOLDINGS I/II GP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/12/2013
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 12/12/2013
BLACKSTONE REAL ESTATE ASSOCIATES VI L.P., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/12/2013
BREA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/12/2013
BLACKSTONE CAPITAL PARTNERS V L.P., By: Blackstone Management Associates V, L.L.C., its general partner, By: BMA V, L.L.C., its managing member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/12/2013
BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C., By: BMA V, L.L.C., its managing member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/12/2013
BMA V L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/12/2013
** 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).
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