Blackstone Inc. — Director's Dealing 2012

Jan 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Blackstone Group L.P. (BX)
CIK: 0001393818
Period of Report: 2011-07-27

Reporting Person: HILL J TOMILSON (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-27	Common units representing limited partner interests	C	200000	—	Acquired	200000	Indirect
2011-07-27	Common units representing limited partner interests	C	500000	—	Acquired	1590634	Direct
2011-01-12	Common units representing limited partner interests	A	534408	—	Acquired	2125042	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-27	Blackstone Holdings partnership units	$	C	500000	Disposed		Common units representing limited partnership units (500000)	Direct
2011-07-27	Blackstone Holdings partnership units	$	C	200000	Disposed		Common units representing limited partnership units (200000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Blackstone Holdings partnership units	$		Common units representing limited partnership units (2307176)	2307176	Indirect

Footnotes

F1: A "Blackstone Holdings partnership" unit collectively refers to one limited partner interest in each of Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., and Blackstone Holdings IV L.P. Subject to the minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone partnerships, the Reporting Person has the rights, exercisable from time to time, to exchange each Blackstone Holdings partnership unit for one common unit of The Blackstone Group L.P. The Blackstone Holdings partnership units have no expiration date and may not be exchanged at any time prior to December 31, 2012 other than pursuant to transactions or programs approved by Blackstone.

F2: Granted under the 2007 Equity Incentive Plan, as amended 445,340 of these deferred restricted Blackstone Group L.P. common units will vest ratably over the next three years on January 1 of each year subject to Mr. Hill's continued employment with Blackstone. The other 89,068 of these deferred restricted Blackstone Group L.P. common units will vest on January 1, 2015 subject to Mr. Hill's continued employment with Blackstone. As these deferred restricted Blackstone Group L.P. common units vest, the underlying Blackstone Group L.P. common units will be delivered to the reporting person in accordance with the 2007 Equity Incentive Plan.

F3: Pursuant to an exchange agreement, the Reporting Person exchanged 500,000 Blackstone Holdings partnership units for an equal number of common units of The Blackstone Group L.P.

F4: Pursuant to an exchange agreement, the trusts for the benefit of the Reporting Person's children exchanged 200,000 Blackstone Holdings partnership units for an equal number of common units of The Blackstone Group L.P.

F5: On August 26, 2011, the Reporting Person transferred 1,000,000 Blackstone Holdings partnership units to his Grantor Retained Annuity Trust. In addition, on April 5, 2011 and October 31, 2011 the Grantor Retained Annuity Trust transferred 115,824 and 77,000 Blackstone Holdings partnership units to the Reporting Person's direct owenership, respectively.

F6: Such Blackstone Holdings partnership units are held in a Grantor Retained Annuity Trust for which the spouse of the Reporting Person is the investment trustee.

F7: These Blackstone Holdings partnership units are held in trusts for the benefit of the Reporting Person's children, of which the Reporting Person is a trustee with investment power. The Reporting Person disclaims beneficial ownership of the Blackstone Holdings partnerships units held in these trusts.