Blackstone Inc. — Director's Dealing 2011

Feb 1, 2011

SEC Form 4/A — Form 4/A

Issuer: Blackstone Group L.P. (BX)
CIK: 0001393818
Period of Report: 2011-01-26

Reporting Person: Tosi Laurence A (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-26	Blackstone Holdings Partnership units	$0	A	344154	Acquired		Common units representing limited partner interests (344154)	Direct

Footnotes

F1: Granted under the 2007 Equity Incentive Plan, as amended, these deferred restricted Blackstone Holdings partnership units (which term refers collectively to a partnership unit in each of Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P.) will vest on January 1, 2016 subject to Mr. Tosi's continued employment with Blackstone. (Continued to footnote 2).

F2: As these deferred restricted Blackstone Holdings partnership units vest, the underlying Blackstone Holdings units will be delivered to the reporting person except that no more than 75% of the vested units will be delivered during his service with Blackstone (with the remaining units to be delivered after the completion of his restrictive covenant period). Not withstanding the foregoing, the units may be delivered earlier upon a change in control of Blackstone.

F3: Pursuant to an exchange agreement, holders of Blackstone Holdings partnership units, subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings partnerships, may up to four times each year (subject to the terms of the exchange agreement) exchange their Blackstone Holdings partnership units for The Blackstone Group L.P. common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. A Blackstone Holdings limited partner must exchange one partnership unit in each of the four Blackstone Holdings partnerships to effect an exchange for a common unit. Notwithstanding the foregoing, the reported Blackstone Holdings partnership units may not be exchanged at any time prior to December 31, 2011 other than pursuant to transaction or programs, approved by Blackstone.