Group Management L.L.C. Blackstone Form 4 Blackstone Real Estate Income Fund II / STEPHEN A SCHWARZMAN 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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X

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 Income Advisors L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Blackstone Real Estate Income Fund II [ N/A ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Invst Adviser & its affiliates

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2021

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)
			Code	V	Amount	(A) or (D)	Price
Institutional Class II Common Shares of Beneficial Interest	08/23/2021		J(1)		6,523.988	D	$887.6	264.141	D(2)(3)(4)
Institutional Class II Common Shares of Beneficial Interest	11/29/2021		J(1)(5)		264.141	D	$908.6	0	D(2)(3)(4)
Advisor Class I Common Shares of Beneficial Interest	08/23/2021		J(1)		25.792	D	$877.071	0.725	D(2)(3)(4)
Advisor Class I Common Shares of Beneficial Interest	11/29/2021		J(1)(5)		0.725	D	$898.36	0	D(2)(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Blackstone Real Estate Income Advisors L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Real Estate Special Situations Advisors L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings I L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Inc

(Last) (First) (Middle)

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. As previously disclosed, on October 15, 2020, shareholders of the Issuer approved the liquidation of the Issuer. Reflects a compulsory redemption by the Issuer in connection with a liquidating distribution pursuant to the Issuer's plan of liquidation.

2. Blackstone Real Estate Special Situations Advisors L.L.C. is the sole member of Blackstone Real Estate Income Advisors L.L.C. Blackstone Holdings I L.P. is the managing member of Blackstone Real Estate Special Situations Advisors L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

3. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy of completeness of information supplied by another Reporting Person.

4. Each of the Reporting Persons (other than Blackstone Real Estate Income Advisors L.L.C. to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by Blackstone Real Estate Income Advisors L.L.C., 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 Blackstone Real Estate Income Advisors L.L.C. 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.

5. Reflects the final liquidating distribution.

Remarks:

	BLACKSTONE REAL ESTATE INCOME ADVISORS L.L.C., By: /s/ Leon Volchyok, Name: Leon Volchyok, Title: Authorized Signatory	12/08/2021
	BLACKSTONE REAL ESTATE SPECIAL SITUATIONS ADVISORS L.L.C., By: /s/ Leon Volchyok, Name: Leon Volchyok, Title: Authorized Signatory	12/08/2021
	BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	12/08/2021
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	12/08/2021
	BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	12/08/2021
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	12/08/2021
	STEPHEN A. SCHWARZMAN, By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman	12/08/2021
	** Signature of Reporting Person	Date
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