Amendment No.2 to Schedule 13D

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

24,750,000

Sole dispositive power

0

Shared dispositive power

24,750,000

SC 13D/A 1 d560499dsc13da.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*

Hilton Grand Vacations Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

43283X105

(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)

March 13, 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. 43283X105


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 99,320,605 shares of Common Stock outstanding as of March 12, 2018, as reported by the Issuer in its Prospectus filed on March 13, 2018.

SCHEDULE 13D


CUSIP No. 43283X105


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 99,320,605 shares of Common Stock outstanding as of March 12, 2018, as reported by the Issuer in its Prospectus filed on March 13, 2018.

SCHEDULE 13D


CUSIP No. 43283X105


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 99,320,605 shares of Common Stock outstanding as of March 12, 2018, as reported by the Issuer in its Prospectus filed on March 13, 2018.

SCHEDULE 13D


CUSIP No. 43283X105


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 99,320,605 shares of Common Stock outstanding as of March 12, 2018, as reported by the Issuer in its Prospectus filed on March 13, 2018.

SCHEDULE 13D


CUSIP No. 43283X105


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 99,320,605 shares of Common Stock outstanding as of March 12, 2018, as reported by the Issuer in its Prospectus filed on March 13, 2018.

SCHEDULE 13D


CUSIP No. 43283X105


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 99,320,605 shares of Common Stock outstanding as of March 12, 2018, as reported by the Issuer in its Prospectus filed on March 13, 2018.

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 24, 2017 by the Reporting Persons (as defined below) relating to shares of common stock, par value $0.01 per share (“Common Stock”), of Hilton Grand Vacations Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No.1 to Schedule 13D (“Amendment No.1”), 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.1, 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.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding thereto and incorporating therein by reference the information set forth in Item 6 below.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

(a) and (b) The responses of the Reporting Persons to Rows 7 through 13 of the cover pages of this Statement are incorporated herein by reference. As of the date hereof, SPV I is the direct owner of and may be deemed to have shared voting and dispositive power with respect to, and each other Reporting Person may be deemed to beneficially own and have shared voting and dispositive power with respect to, 24,750,000 shares of Common Stock (the “Shares”), representing approximately 24.9% of the outstanding shares of Common Stock (such percentage being based on 99,320,605 shares of Common Stock outstanding as of March 12, 2018 as reported on the Issuer’s Prospectus filed on March 13, 2018).

(d) Not applicable.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Original Schedule 13D is hereby amended by adding thereto the information set forth below.

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.

Amendments to Stockholders Agreement and Registration Rights Agreement

To facilitate the sale of the Shares, SPV I, HNA Tourism and the Issuer entered into a Master Amendment and Option Agreement (the “Master Amendment and Option Agreement”) that makes certain amendments to the Stockholders Agreement and the Registration Rights Agreement, both referred to in the Original Schedule 13D. The Master Amendment and Option Agreement also provides, among other things, that HNA Tourism and SPV I grant the Issuer a right to repurchase up to 4,340,000 shares of Common Stock held by SPV I in connection with a secondary offering. On March 13, 2018, the Reporting Persons commenced a public offering of the Shares pursuant to a registration statement filed by the Issuer with the Securities and Exchange Commission. The Issuer has not yet informed SPV I and HNA Tourism whether it plans to repurchase any shares in connection with this offering.

This description of the Master Amendment and Option Agreement is qualified in its entirety by the Master Amendment and Option Agreement, which is attached as an exhibit hereto and incorporated by reference herein.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Original Schedule 13D is hereby amended and restated as follows:



Exhibit A		Joint Filing Agreement, dated as of March 24, 2017, by and among the Reporting Persons, filed as Exhibit A to the Original Schedule 13D.

Exhibit B		A/R Loan Agreement, filed as Exhibit B to Amendment No. 1 to the Schedule 13D.

Exhibit C		Registration Rights Agreement (incorporated by reference to Exhibit 10.17 to the Issuer’s Registration Statement on Form 10 (File No. 001-37794), filed on November 14, 2016).

Exhibit D		Stockholders Agreement (incorporated by reference to Exhibit 10.18 to the Issuer’s Registration Statement on Form 10 (File No. 001-37794), filed on November 14, 2016).

Exhibit E		Master Amendment and Option Agreement, dated as of March 13, 2018 between SPV I, HNA Tourism and the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed on March 13, 2018).

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 13, 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