Blackstone Real Estate Partners V Form 4 La Quinta / Real Estate Partners ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blackstone Real Estate Associates V L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
La Quinta Holdings Inc. [ LQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2018		J⁽¹⁾		6,769,655⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽⁴⁾⁽¹⁹⁾⁽²¹⁾⁽²²⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		932,172⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽⁵⁾⁽²⁰⁾⁽²¹⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		526,436⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽⁶⁾⁽²¹⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		177,047⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽⁷⁾⁽²¹⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		71,631⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽⁸⁾⁽²¹⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		190,751⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽⁹⁾⁽²¹⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		262,018⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹⁰⁾⁽²¹⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		304,078⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹¹⁾⁽²¹⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		89,162⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		3,045,672⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹³⁾⁽²²⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		770,527⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹⁴⁾⁽²²⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		1,096,835⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹⁵⁾⁽²²⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		2,817,965⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹⁶⁾⁽²²⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		88,291⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹⁷⁾⁽²²⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾
Common Stock	05/30/2018		J⁽¹⁾		444,298⁽²⁾	D	$16.8⁽³⁾	0	I	See Footnotes⁽¹⁸⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾⁽²⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Associates V L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Partners (DC) IV.TE.3-A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Partners V LP

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Partners V.F L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Partners V.TE.1 L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Partners V TE2 LP

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Partners (AIV) V L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Holdings V L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Associates IV L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Holdings IV L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. On May 30, 2018, Wyndham Worldwide Corporation, a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and WHG BB Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of January 17, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").

2. This amount reflects the number of securities after giving effect to the 1:2 reverse stock split (the "Reverse Stock Split") effective immediately prior to the effective time of the Merger (the "Effective Time").

3. At the Effective Time, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $16.80 in cash per share after giving effect to the Reverse Stock Split, without interest and after giving effect to any required withholding taxes (the "Merger Consideration").

4. These securities are directly held by BRE/LQJV-NQ L.L.C. ("BRE-NQ").

5. These securities are directly held by BRE/ Prime Mezz 2 L.L.C. ("BRE Prime").

6. These securities are directly held by Blackstone Real Estate Partners IV L.P. ("BREP IV").

7. These securities are directly held by Blackstone Real Estate Partners IV.F L.P. ("BREP IV F").

8. These securities are directly held by Blackstone Real Estate Partners IV.TE.2 L.P. ("BREP IV TE.2").

9. These securities are directly held by Blackstone Real Estate Partners (DC) IV.TE.1 L.P. ("BREPDC IV TE.1").

10. These securities are directly held by Blackstone Real Estate Partners (DC) IV.TE.2 L.P. ("BREPDC IV TE.2").

11. These securities are directly held by Blackstone Real Estate Partners (DC) IV.TE.3-A L.P. ("BREPDC IV TE.3").

12. These securities are directly held by Blackstone Real Estate Holdings IV L.P. ("BREH IV").

13. These securities are directly held by Blackstone Real Estate Partners V L.P. ("BREP V").

14. These securities are directly held by Blackstone Real Estate Partners V.F L.P. ("BREP V F").

15. These securities are directly held by Blackstone Real Estate Partners V.TE.1 L.P. ("BREP V TE.1").

16. These securities are directly held by Blackstone Real Estate Partners V.TE.2 L.P. ("BREP V TE.2").

17. These securities are directly held by Blackstone Real Estate Partners (AIV) V L.P. ("BREP AIV V").

18. These securities are directly held by Blackstone Real Estate Holdings V L.P. ("BREH V," and together with BRE-NQ, BRE Prime, BREP IV, BREP IV F, BREP IV TE.2, BREPDC IV TE.1, BREPDC IV TE.2, BREPDC IV TE.3, BREH IV, BREP V, BREP V F, BREP V TE.1, BREP V TE.2 and BREP AIV V, the "Blackstone Funds").

19. The managing members of BRE-NQ are BREP IV and BREP V.

20. The managing member of BRE Prime is BRE/Prime Mezz 3-A L.L.C. The managing member of BRE/Prime Mezz 3-A L.L.C. is BRE/Prime Holdings L.L.C. The managing member of BRE/Prime Holdings L.L.C. is WIH Hotels L.L.C. The managing member of WIH Hotels L.L.C. is BREP IV.

21. The general partner of each of BREP IV, BREP IV F, BREP IV TE.2, BREPDC IV TE.1, BREPDC IV TE.2 and BREPDC IV TE.3 is Blackstone Real Estate Associates IV L.P. The general partner of Blackstone Real Estate Associates IV L.P. is BREA IV L.L.C.

22. The general partner of each of BREP IV, BREP IV F, BREP IV TE.2, BREPDC IV TE.1, BREPDC IV TE.2 and BREPDC IV TE.3 is Blackstone Real Estate Associates IV L.P. The general partner of Blackstone Real Estate Associates IV L.P. is BREA IV L.L.C.

23. The general partner of BREH V is BREP V Side-by-Side GP L.L.C. The general partner of BREH IV is BREP IV Side-by-Side GP L.L.C.

24. The sole member of each of BREP IV Side-by-Side GP L.L.C. and BREP V Side-by-Side GP L.L.C. and managing member of each of BREA IV L.L.C. and BREA V L.L.C is Blackstone Holdings II L.P.

25. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. 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.

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

27. Each of the Reporting Persons (other than each of Blackstone Funds to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by each of the Blackstone Funds, 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 each of the Blackstone Funds to the extent they directly hold 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:

	BLACKSTONE REAL ESTATE PARTNERS (DC) IV.TE.3-A L.P. , By: Blackstone Real Estate Associates IV L.P., its general partner, By: BREA IV L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE HOLDINGS IV L.P., By: BREP IV Side-by-Side GP L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE PARTNERS V L.P., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE PARTNERS V.F L.P.., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE PARTNERS V.TE.1 L.P., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE PARTNERS V.TE.2 L.P, By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE PARTNERS (AIV) V L.P., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE HOLDINGS V L.P., By: BREP V Side-by-Side GP L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE ASSOCIATES IV L.P., By: BREA IV L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	BLACKSTONE REAL ESTATE ASSOCIATES V L.P., By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	06/01/2018
	** Signature of Reporting Person	Date
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Blackstone Real Estate Partners V Form 4La Quinta / Real Estate Partners ownership change