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*
HLT Holdco III Prime LLC

(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)
01/03/2017
3. Issuer Name and Ticker or Trading Symbol
Park Hotels & Resorts Inc. [ PK ]
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 69,854,350 I See Footnotes(1)(4)(9)(10)(11)(12)
Common Stock 2,406,374 I See Footnotes(2)(4)(9)(10)(11)(12)
Common Stock 245,025 I See Footnotes(3)(4)(9)(10)(11)(12)
Common Stock 14,416 I See Footnotes(5)(9)(10)(11)(12)
Common Stock 6,955,916 I See Footnotes(6)(9)(10)(11)(12)
Common Stock 41,292 I See Footnotes(7)(9)(10)(11)(12)
Common Stock 8,822 I See Footnotes(8)(9)(10)(11)(12)
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*
HLT Holdco III Prime LLC

(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*
HLT Holdco II Prime LLC

(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*
HLT Holdco Prime LLC

(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*
BH Hotels Holdco Prime LLC

(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*
HLT BREH VI Holdco Prime LLC

(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*
HLT A23 Holdco Prime LLC

(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*
HLT BREH Intl II Holdco Prime LLC

(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*
HLT A23 BREH VI Holdco Prime LLC

(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*
HLT BREP VI.TE.2 Holdco Prime LLC

(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*
HLT BREH VI-A Holdings Prime Holdco LLC

(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 securities held directly by HLT Holdco III Prime LLC. HLT Holdco III Prime LLC is a wholly-owned subsidiary of HLT Holdco II Prime LLC. HLT Holdco II Prime LLC is a wholly-owned subsidiary of HLT Holdco Prime LLC. HLT Holdco Prime LLC is a wholly-owned subsidiary of BH Hotels Holdco Prime LLC ("BH Hotels").
2. Reflects securities held directly by HLT A23 Holdco Prime LLC. The sole member of HLT A23 Holdco Prime LLC is BH Hotels.
3. Reflects securities held directly by HLT BREH VI Holdco Prime LLC. The sole member of HLT BREH VI Holdco Prime LLC is BH Hotels.
4. The managing members of BH Hotels are Blackstone Real Estate Partners VI Prime L.P. and Blackstone Capital Partners V Prime L.P. The general partner of Blackstone Capital Partners V Prime 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 Prime 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 Prime LLC. The sole member of HLT A23 BREH VI Holdco Prime LLC is HLT BREH VI-A Holdings Prime Holdco LLC. The sole member of HLT BREH VI-A Holdings Prime Holdco LLC is Blackstone Real Estate Holdings VI Prime L.P. The general partner of Blackstone Real Estate Holdings VI Prime 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 Prime LLC. The sole member of HLT BREP VI.TE.2 Holdco Prime LLC is HLT BREP VI.TE.2 Holdings Prime Holdco LLC. The sole member of HLT BREP VI.TE.2 Holdings Prime Holdco LLC is Blackstone Real Estate Partners VI.TE.2 Prime L.P. The general partner of Blackstone Real Estate Partners VI.TE.2 Prime 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 Prime LLC. The sole member of HLT BREH Intl II Holdco Prime LLC is HLT BREH Intl II Holdings Holdco Prime LLC. The controlling member of HLT BREH Intl II Holdings Holdco Prime LLC is Blackstone Real Estate Holdings International II-Q Prime L.P. The general partner of Blackstone Real Estate Holdings International II-Q Prime 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 3.
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.
Remarks:
HLT HOLDCO III PRIME LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director 01/13/2017
HLT HOLDCO II PRIME LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director 01/13/2017
HLT HOLDCO PRIME LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director 01/13/2017
BH HOTELS HOLDCO PRIME LLC, By: Blackstone Real Estate Partners VI Prime L.P., its managing 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 01/13/2017
HLT BREH VI HOLDCO PRIME LLC, By: BH Hotels Holdco Prime LLC, sole member, By: Blackstone Real Estate Partners VI Prime L.P., MM, By: Blackstone Real Estate Associates VI L.P, its GP, By: BREA VI L.L.C., GP, By: /s/ Paul Quinlan, Title: Managing Director 01/13/2017
HLT A23 HOLDCO PRIME LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director 01/13/2017
HLT BREH INTL II HOLDCO PRIME LLC, By: /s/ Kenneth A. Caplan, Name: Kenneth A. Caplan, Title: Senior Managing Director 01/13/2017
HLT A23 BREH VI HOLDCO PRIME LLC, By: HLT BREH VI-A Holdings Prime Holdco LLC, its sole member, By: Blackstone Real Estate Holdings VI Prime L.P., its sole member, By: BREP VI Side-by-Side GP L.L.C., its GP, By: /s/ Paul Quinlan, Title: Managing Director 01/13/2017
HLT BREP VI.TE.2 HOLDCO PRIME LLC, By: HLT BREP VI.TE.2 Holdings Prime Holdco LLC, sole member, By: Blackstone Real Estate Partners VI.TE.2 Prime L.P., sole member, By: BREA VI L.L.C., GP of its GP, By: /s/ Paul Quinlan, Managing Director 01/13/2017
HLT BREH VI-A HOLDINGS PRIME HOLDCO LLC, By: Blackstone Real Estate Partners VI.TE.2 Prime 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, Title: Managing Director 01/13/2017
** 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).
** 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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