AMENDMENT NO.2 TO SCHEDULE 13D

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

53,651,453

Sole dispositive power

0

Shared dispositive power

53,651,453

0001193125-18-067491.txt : 20180301 0001193125-18-067491.hdr.sgml : 20180301 20180301170000 ACCESSION NUMBER: 0001193125-18-067491 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180301 DATE AS OF CHANGE: 20180301 GROUP MEMBERS: HNA GROUP CO., LTD. GROUP MEMBERS: HNA HLT HOLDCO I LLC GROUP MEMBERS: HNA HLT HOLDCO II LLC GROUP MEMBERS: HNA HLT HOLDCO III LTD GROUP MEMBERS: HNA TOURISM (HK) GROUP CO., LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Park Hotels & Resorts Inc. CENTRAL INDEX KEY: 0001617406 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 362058176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89753 FILM NUMBER: 18658482 BUSINESS ADDRESS: STREET 1: 1600 TYSONS BLVD STREET 2: SUITE 1000 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: (703)584-7979 MAIL ADDRESS: STREET 1: 1600 TYSONS BLVD STREET 2: SUITE 1000 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Hilton Worldwide, Inc. DATE OF NAME CHANGE: 20140820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HNA Tourism Group Co., Ltd. CENTRAL INDEX KEY: 0001701408 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HNA BUILDING STREET 2: NO. 7 GUOXING ROAD CITY: HAIKOU STATE: F4 ZIP: 570203 BUSINESS PHONE: 86-10-59156800 MAIL ADDRESS: STREET 1: HNA BUILDING STREET 2: NO. 7 GUOXING ROAD CITY: HAIKOU STATE: F4 ZIP: 570203 SC 13D/A 1 d539773dsc13da.htm AMENDMENT NO.2 TO SCHEDULE 13D AMENDMENT NO.2 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Amendment No. 2

Under the Securities Exchange Act of 1934*

Park Hotels & Resorts Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

700517105

(CUSIP Number)

Wang Chenghua

HNA Tourism Group Co., Ltd.

HNA Building

No. 7 Guoxing Road

Haikou, 570203

People’s Republic of China

+86 898 6673 9983

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 27, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 700517105


1.		Names of reporting persons HNA Group Co., Ltd.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3.		SEC use only
4.		Source of funds (see instructions) N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization People’s Republic of China

(1)	Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017.

SCHEDULE 13D


CUSIP No. 700517105


1.		Names of reporting persons HNA Tourism Group Co., Ltd.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3.		SEC use only
4.		Source of funds (see instructions) WC, AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization People’s Republic of China

(1)	Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017.

SCHEDULE 13D


CUSIP No. 700517105


1.		Names of reporting persons HNA Tourism (HK) Group Co., Ltd.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3.		SEC use only
4.		Source of funds (see instructions) N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Hong Kong Special Administrative Region

(1)	Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017.

SCHEDULE 13D


CUSIP No. 700517105


1.		Names of reporting persons HNA HLT Holdco III Limited
2.		Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3.		SEC use only
4.		Source of funds (see instructions) N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Hong Kong Special Administrative Region

(1)	Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017.

SCHEDULE 13D


CUSIP No. 700517105


1.		Names of reporting persons HNA HLT Holdco II LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3.		SEC use only
4.		Source of funds (see instructions) N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017.

SCHEDULE 13D


CUSIP No. 700517105


1.		Names of reporting persons HNA HLT Holdco I LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3.		SEC use only
4.		Source of funds (see instructions) BK, AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017.

ITEM 1.

SECURITY AND ISSUER.

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2017 by the Reporting Persons (as defined below) relating to shares of common stock, par value $0.01 per share (“Common Stock”), of Park Hotels & Resorts Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 to the Schedule 13D, filed with the SEC on December 29, 2017 (collectively, the “Original Schedule 13D”). The Reporting Persons include: (i) HNA Group Co., Ltd. (“HNA Group”), (ii) HNA Tourism Group Co., Ltd. (“HNA Tourism”), (iii) HNA Tourism (HK) Group Co., Ltd. (“HNA Tourism HK”), (iv) HNA HLT Holdco III Limited (“SPV III”), (v) HNA HLT Holdco II LLC (“SPV II”), and (vi) HNA HLT Holdco I LLC (“SPV I”, and together with SPV III and SPV II, the “SPVs”). Except as otherwise specified in Amendment No.2, all items in the Original Schedule 13D are unchanged. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.

ITEM 4.

PURPOSE OF TRANSACTION.

The Reporting Persons have determined to pursue a sale, through one or more registered public offerings, of some or all of the Common Stock that the Reporting Persons currently hold. The exact timing, manner and terms of any such sale would be subject to market conditions and other considerations.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: March 1, 2018


HNA Group Co., Ltd.

	By:	/s/ TAN Xiangdong
	Name:	TAN Xiangdong
	Title:	Chief Executive Officer

HNA Tourism Group Co., Ltd.

	By:	/s/ TIAN Jianjun
	Name:	TIAN Jianjun
	Title:	Chief Financial Officer

HNA Tourism (HK) Group Co., Ltd.

	By:	/s/ TIAN Jianjun
	Name:	TIAN Jianjun
	Title:	Director

HNA HLT Holdco III Limited

	By:	/s/ WANG Xun
	Name:	WANG Xun
	Title:	Director

HNA HLT Holdco II LLC

	By:	/s/ WANG Xun
	Name:	WANG Xun
	Title:	Manager

HNA HLT Holdco I LLC

	By:	/s/ WANG Xun
	Name:	WANG Xun
	Title:	Manager