Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
Park Hotels & Resorts Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
700517105
(CUSIP Number)
Tyler S. Henritze
The Blackstone Group L.P.
345 Park Avenue
New York, New York 10154
Tel: (212) 583-5000
with a copy to:
Brian M. Stadler
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Tel: (212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 27, 2017
(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 Rule 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
HLT Holdco III Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
82,227 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
82,227 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,227 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
2
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREH VI Holdco Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
3
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT A23 Holdco Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
2,582 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
2,582 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,582 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
4
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREP VI.TE.2 Holdco Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
5
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT A23 BREH VI Holdco Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
6
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREH Intl II Holdco Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
7
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT Holdco II Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
82,227 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
82,227 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,227 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
8
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT Holdco Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
82,227 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
82,227 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,227 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
9
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREP VI.TE.2 Holdings Prime Holdco 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
10
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREH VI-A Holdings Prime Holdco 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
11
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
HLT BREH Intl II Holdings Holdco Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
12
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
BH Hotels Holdco Prime 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
84,809 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
84,809 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,809 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
13
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Partners VI Prime L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
84,809 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
84,809 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,809 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
14
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Capital Partners V Prime L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
84,809 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
84,809 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,809 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
15
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Partners VI.TE.2 Prime L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
16
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Holdings VI Prime L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
17
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Holdings International II-Q Prime L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER 0
| ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER 0
| |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
| |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN
| |||||
18
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Associates VI L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
84,809 | |||||
| 9 | SOLE DISPOSITIVE POWER 0
| |||||
| 10 | SHARED DISPOSITIVE POWER
84,809 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,809 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
19
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
BREA VI L.L.C. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
367,306 | ||||
| 8 | SHARED VOTING POWER
84,809 | |||||
| 9 | SOLE DISPOSITIVE POWER
367,306 | |||||
| 10 | SHARED DISPOSITIVE POWER
84,809 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,115 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
20
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Management Associates V L.L.C. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
84,809 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
84,809 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,809 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
21
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
BMA V L.L.C. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
105,472 | ||||
| 8 | SHARED VOTING POWER
84,809 | |||||
| 9 | SOLE DISPOSITIVE POWER
105,472 | |||||
| 10 | SHARED DISPOSITIVE POWER
84,809 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,281 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
22
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
BREP VI Side-by-Side GP L.L.C. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
23
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
BREP International II-Q GP L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
24
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
BREP International II-Q GP L.L.C. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
25
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Holdings III L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
557,587 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
557,587 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,587 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
26
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Holdings III GP L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
557,587 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
557,587 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,587 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
27
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Holdings III GP Management L.L.C. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
557,587 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
557,587 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,587 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
28
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
The Blackstone Group L.P. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
557,587 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
557,587 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,587 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
29
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Group Management L.L.C. | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
557,587 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
557,587 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,587 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
30
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1 | NAMES OF REPORTING PERSONS
Stephen A. Schwarzma n | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
567,132 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
567,132 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,132 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
31
This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Park Hotels & Resorts Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on January 13, 2017, Amendment No. 1 to the Schedule 13D filed on March 17, 2017, and Amendment No. 2 to the Schedule 13D filed on June 7, 2017 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby supplemented by the following:
On November 27, 2017, the Sponsor Stockholders agreed to sell an aggregate of 16,830,000 shares of Common Stock in privately negotiated transactions. The sales closed on December 1, 2017. Item 5(c) of this Amendment No. 3 is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(b) of the Schedule 13D are hereby amended by amending and restating the first three paragraphs thereof as follows:
(a) and (b) Calculations of the percentage of shares of Common Stock beneficially owned assumes that there are a total of 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017.
The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, HLT Holdco III Prime LLC directly owns 82,227 shares of Common Stock, HLT A23 Holdco Prime LLC directly owns 2,582 shares of Common Stock, BMA V L.L.C. directly owns 105,472 shares of Common Stock, BREA VI L.L.C. directly owns 367,306 shares of Common Stock and Stephen A. Schwarzman directly owns 723 shares of Common Stock. Additionally, Mr. Schwarzman may be deemed to beneficially own 8,822 shares of Common Stock held directly by a foundation over which Mr. Schwarzman may be deemed to have investment and voting power.
Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
(c) The Sponsor Stockholders sold the following shares of Common Stock in privately negotiated transactions that closed on December 1, 2017, at a weighted average price of $27.34 per share.
| Sponsor Stockholder |
Number of Shares Sold | |||
| HLT Holdco III Prime LLC |
14,777,079 | |||
| HLT BREH VI Holdco Prime LLC |
52,121 | |||
| HLT A23 Holdco Prime LLC |
509,298 | |||
| HLT BREP VI.TE.2 Holdco Prime LLC |
1,479,651 | |||
| HLT A23 BREH VI Holdco Prime LLC |
3,067 | |||
| HLT BREH Intl II Holdco Prime LLC |
8,784 | |||
Additionally, on November 9, 2017, Mr. Schwarzman donated 8,822 shares of Common Stock to a charitable foundation over which Mr. Schwarzman may be deemed to have investment and voting power.
Except as set forth in this Amendment No. 3, none of the Reporting Persons has effected any transaction in the past 60 days in the shares of Common Stock.
32
Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
(e) As of December 1, 2017, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.
33
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 1, 2017
| HLT HOLDCO III PRIME LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT HOLDCO II PRIME LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT HOLDCO PRIME LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT BREH VI HOLDCO PRIME LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT A23 HOLDCO PRIME LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| HLT BREP VI.TE.2 HOLDCO PRIME LLC | ||
| By: HLT BREP VI.TE.2 Holdings Prime Holdco LLC, its sole member | ||
| By: Blackstone Real Estate Partners VI.TE.2 Prime L.P., its sole member | ||
| By: Blackstone Real Estate Associates VI L.P., its general partner | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
[Park Hotels & Resorts Inc. – Schedule 13D/A]
34
| 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 general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| HLT BREH INTL II HOLDCO PRIME LLC | ||
| By: | /s/ Kenneth A. Caplan | |
| Name: | Kenneth A. Caplan | |
| Title: | Senior Managing Director | |
| 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 general partner | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| By: Blackstone Capital Partners V Prime L.P., its managing member | ||
| By: Blackstone Management Associates V L.L.C., its general partner | ||
| By: BMA V, L.L.C., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE REAL ESTATE PARTNERS VI PRIME L.P. | ||
| By: Blackstone Real Estate Associates VI L.P., its general partner | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE REAL ESTATE ASSOCIATES VI L.P. | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BREA VI L.L.C. | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
[Park Hotels & Resorts Inc. – Schedule 13D/A]
| BLACKSTONE CAPITAL PARTNERS V PRIME L.P. | ||
| By: Blackstone Management Associates V L.L.C., its general partner | ||
| By: BMA V L.L.C., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C. | ||
| By: BMA V L.L.C., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BMA V L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| HLT BREP VI.TE.2 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 general partner | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 PRIME L.P. | ||
| By: Blackstone Real Estate Associates VI L.P., its general partner | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| HLT BREH VI-A HOLDINGS PRIME HOLDCO LLC | ||
| By: Blackstone Real Estate Holdings VI Prime L.P., its sole member | ||
| By: BREP VI Side-by-Side GP L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE REAL ESTATE HOLDINGS VI PRIME L.P. | ||
| By: BREP VI Side-by-Side GP L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
[Park Hotels & Resorts Inc. – Schedule 13D/A]
| BREP VI SIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| HLT BREH INTL II HOLDINGS HOLDCO PRIME LLC | ||
| By: Blackstone Real Estate Holdings International II-Q Prime L.P., its controlling member | ||
| By: BREP International II-Q GP L.P., its general partner | ||
| By: BREP International II-Q GP L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE REAL ESTATE HOLDINGS INTERNATIONAL II-Q PRIME L.P. | ||
| By: BREP International II-Q GP L.P., its general partner | ||
| By: BREP International II-Q GP L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BREP INTERNATIONAL II-Q GP L.P. | ||
| By: BREP International II-Q GP L.L.C., its general partner | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BREP INTERNATIONAL II-Q GP L.L.C. | ||
| By: | /s/ Paul D. Quinlan | |
| Name: | Paul D. Quinlan | |
| Title: | Managing Director | |
| BLACKSTONE HOLDINGS III L.P. | ||
| By: Blackstone Holdings III GP L.P., its general partner | ||
| By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III GP L.P. | ||
| By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Park Hotels & Resorts Inc. – Schedule 13D/A]
| BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| THE BLACKSTONE GROUP L.P. | ||
| By: Blackstone Group Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| /s/ Stephen A. Schwarzman | ||
| Stephen A. Schwarzman | ||
[Park Hotels & Resorts Inc. – Schedule 13D/A]