Blackstone Inc. — Director's Dealing 2017

Mar 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Park Hotels & Resorts Inc. (PK)
CIK: 0001617406
Period of Report: 2017-03-15

Reporting Person: Blackstone Real Estate Associates VI L.P. (10% Owner)
Reporting Person: BREA VI L.L.C. (10% Owner)
Reporting Person: Blackstone Management Associates V L.L.C. (10% Owner)
Reporting Person: BMA V L.L.C. (10% Owner)
Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-15	Common Stock	S	47096232	$25.45	Disposed	28487266	Indirect
2017-03-15	Common Stock	S	1623542	$25.45	Disposed	980192	Indirect
2017-03-15	Common Stock	S	166521	$25.45	Disposed	98597	Indirect
2017-03-15	Common Stock	S	9797	$25.45	Disposed	5802	Indirect
2017-03-15	Common Stock	S	4727299	$25.45	Disposed	2799114	Indirect
2017-03-15	Common Stock	S	28062	$25.45	Disposed	16616	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9545	Indirect

Footnotes

F1: Total holdings include shares of Common Stock received as a dividend from Park Hotels & Resorts Inc. on March 9, 2017.

F2: 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").

F3: Reflects securities held directly by HLT A23 Holdco Prime LLC. The sole member of HLT A23 Holdco Prime LLC is BH Hotels.

F4: Reflects securities held directly by HLT BREH VI Holdco Prime LLC. The sole member of HLT BREH VI Holdco Prime LLC is BH Hotels.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: Reflects shares of Common Stock held directly by Stephen A. Schwarzman.

F10: 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.

F11: Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

F12: 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.

F13: 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.