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*
HNA Tourism Group Co., Ltd.

(Last) (First) (Middle)
HNA BUILDING, NO. 7
GUOXING ROAD

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Park Hotels & Resorts Inc. [ PK ]
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)
03/09/2018
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 03/09/2018 S 39,651,453 D $25.75 14,000,000 I(1) See Explanation(1)
Common Stock, par value $0.01 per share 03/09/2018 S 14,000,000 D $24.8488 0 I(1) See Explanation(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HNA Tourism Group Co., Ltd.

(Last) (First) (Middle)
HNA BUILDING, NO. 7
GUOXING ROAD

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Group Co., Ltd.

(Last) (First) (Middle)
HNA BUILDING, NO. 7
GUOXING ROAD

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Tourism (HK) Group Co., Ltd.

(Last) (First) (Middle)
HNA BUILDING, NO. 7
GUOXING ROAD

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA HLT Holdco III Ltd

(Last) (First) (Middle)
HNA BUILDING, NO. 7
GUOXING ROAD

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA HLT Holdco II LLC

(Last) (First) (Middle)
HNA BUILDING, NO. 7
GUOXING ROAD

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA HLT Holdco I LLC

(Last) (First) (Middle)
HNA BUILDING, NO. 7
GUOXING ROAD

(Street)
HAIKOU F4 570203

(City) (State) (Zip)
Explanation of Responses:
1. Reflects 53,651,453 shares of common stock directly owned by HNA HLT Holdco I LLC ("SPV I") and indirectly owned by HNA HLT Holdco II LLC ("SPV II"), HNA HLT Holdco III Limited ("SPV III"), HNA Tourism (HK) Group Co., Ltd. ("HNA Tourism HK"), HNA Tourism Group Co., Ltd. ("HNA Tourism") and HNA Group Co., Ltd. ("HNA Group"). SPV I is a wholly-owned subsidiary of SPV II. 100% of the voting interests of SPV II are controlled by SPV III. SPV III is a wholly owned subsidiary of HNA Tourism HK. HNA Tourism HK is a wholly-owned subsidiary of HNA Tourism. HNA Tourism is a majority-owned subsidiary of HNA Group.
Remarks:
Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.
HNA Tourism Group Co., Ltd., By: /s/ TIAN Jianjun Name: TIAN Jianjun Title: Chief Financial Officer 03/12/2018
** 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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