Edgar Filing: HLT A23 BREH VI Holdco LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HLT Holdco III LLC

2. Issuer Name and Ticker or Trading Symbol
Hilton Worldwide Holdings Inc. [HLT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2017

(Street)

NEW YORK, NY 10154

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2017		S		72,421,091	D	$ 54.57	44,002,828 ⁽¹³⁾	I	See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	03/15/2017		S		2,496,530	D	$ 54.57	1,514,096 ⁽¹³⁾	I	See Footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	03/15/2017		S		256,021	D	$ 54.57	152,352 ⁽¹³⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	03/15/2017		S		15,067	D	$ 54.57	8,964 ⁽¹³⁾	I	See Footnotes ⁽⁵⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	03/15/2017		S		7,268,143	D	$ 54.57	4,325,050 ⁽¹³⁾	I	See Footnotes ⁽⁶⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	03/15/2017		S		43,148	D	$ 54.57	25,675 ⁽¹³⁾	I	See Footnotes ⁽⁷⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock								14,704 ⁽¹³⁾	I	See Footnotes ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HLT Holdco III LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
HLT Holdco II LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
HLT Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
BH Hotels Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
HLT BREH VI Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
HLT A23 Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
HLT BREH Intl II Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
HLT A23 BREH VI Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
HLT BREP VI.TE.2 Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
HLT BREH VI-A Holdings Holdco LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

HLT HOLDCO III LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director		03/17/2017
^**Signature of Reporting Person		Date
HLT HOLDCO II LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director		03/17/2017
^**Signature of Reporting Person		Date
HLT HOLDCO LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director		03/17/2017
^**Signature of Reporting Person		Date
BH HOTELS HOLDCO LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director		03/17/2017
^**Signature of Reporting Person		Date
HLT BREH VI HOLDCO LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director		03/17/2017
^**Signature of Reporting Person		Date
HLT A23 HOLDCO LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director		03/17/2017
^**Signature of Reporting Person		Date
HLT BREH INTL II HOLDCO LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director		03/17/2017
^**Signature of Reporting Person		Date
HLT A23 BREH VI HOLDCO LLC, By: HLT BREH VI-A Holdings Holdco LLC, its sole member, By: Blackstone Real Estate Holdings VI L.P., its sole member, By: BREP VI Side-by-Side GP L.L.C., By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director		03/17/2017
^**Signature of Reporting Person		Date
HLT BREP VI.TE.2 HOLDCO LLC, By: HLT BREP VI.TE.2 Holdings Holdco LLC, sole member, By: Blackstone Real Estate Partners VI.TE.2 L.P., sole member, By: BREA VI L.L.C., the GP of its GP, By: /s/ Paul Quinlan, Title: Managing Director		03/17/2017
^**Signature of Reporting Person		Date
HLT BREH VI-A HOLDINGS HOLDCO LLC, By: Blackstone Real Estate Partners VI.TE.2 L.P., its sole member, By: Blackstone Real Estate Associates VI L.P., its GP, By: BREA VI L.L.C., its GP, By: /s/ Paul Quinlan, Name: Paul Quinlan, Title: Managing Director		03/17/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects securities held directly by HLT Holdco III LLC. HLT Holdco III LLC is a wholly-owned subsidiary of HLT Holdco II LLC. HLT Holdco II LLC is a wholly-owned subsidiary of HLT Holdco LLC. HLT Holdco LLC is a wholly-owned subsidiary of BH Hotels Holdco LLC ("BH Hotels").
(2)	Reflects securities held directly by HLT A23 Holdco LLC. The sole member of HLT A23 Holdco LLC is BH Hotels.
(3)	Reflects securities held directly by HLT BREH VI Holdco LLC. The sole member of HLT BREH VI Holdco LLC is BH Hotels.
(4)	The managing members of BH Hotels 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.
(5)	Reflects securities held directly by HLT A23 BREH VI Holdco LLC. The sole member of HLT A23 BREH VI Holdco LLC is HLT BREH VI-A Holdings Holdco LLC. The sole member of HLT BREH VI-A Holdings Holdco LLC is Blackstone Real Estate Holdings VI L.P. The general partner of Blackstone Real Estate Holdings VI L.P. is BREP VI Side-by-Side GP L.L.C. The sole member of BREP VI Side-by-Side GP L.L.C. is Blackstone Holdings III L.P.
(6)	Reflects securities held directly by HLT BREP VI.TE.2 Holdco LLC. The sole member of HLT BREP VI.TE.2 Holdco LLC is HLT BREP VI.TE.2 Holdings Holdco LLC. The sole member of HLT BREP VI.TE.2 Holdings Holdco LLC is Blackstone Real Estate Partners VI.TE.2 L.P. The general partner of Blackstone Real Estate Partners VI.TE.2 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 BREA VI L.L.C. is Blackstone Holdings III L.P.
(7)	Reflects securities held directly by HLT BREH Intl II Holdco LLC. The sole member of HLT BREH Intl II Holdco LLC is HLT BREH Intl II Holdings Holdco LLC. The controlling member of HLT BREH Intl II Holdings Holdco LLC is Blackstone Real Estate Holdings International II-Q L.P. The general partner of Blackstone Real Estate Holdings International II-Q L.P. is BREP International II-Q GP L.P. The general partner of BREP International II-Q GP L.P. is BREP International II-Q GP L.L.C. The sole member of BREP International II-Q GP L.L.C. is Blackstone Holdings III L.P.
(8)	Reflects shares of Common Stock held directly by Stephen A. Schwarzman.
(9)	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, Stephen A. Schwarzman.
(10)	Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
(11)	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.
(12)	Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) 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.
(13)	Reflects an adjustment in connection with the 1-for-3 reverse stock split of the Issuer's common stock effected on January 3, 2017.

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