Group Management L.L.C. Blackstone Form 4 CorePoint Lodging / 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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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 Holdings II L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CorePoint Lodging Inc. [ CPLG ]

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)
03/03/2022

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	03/03/2022		S		6,769,655	D	$15.99⁽¹⁾	0	I	See Footnotes⁽²⁾⁽¹⁷⁾⁽¹⁹⁾⁽²⁰⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		932,172	D	$15.99⁽¹⁾	0	I	See Footnotes⁽³⁾⁽¹⁸⁾⁽¹⁹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		526,436	D	$15.99⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽¹⁹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		177,047	D	$15.99⁽¹⁾	0	I	See Footnotes⁽⁵⁾⁽¹⁹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		71,631	D	$15.99⁽¹⁾	0	I	See Footnotes⁽⁶⁾⁽¹⁹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		190,751	D	$15.99⁽¹⁾	0	I	See Footnotes⁽⁷⁾⁽¹⁹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		262,018	D	$15.99⁽¹⁾	0	I	See Footnotes⁽⁸⁾⁽¹⁹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		304,078	D	$15.99⁽¹⁾	0	I	See Footnotes⁽⁹⁾⁽¹⁹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		89,162	D	$15.99⁽¹⁾	0	I	See Footnotes⁽¹⁰⁾⁽²¹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		3,045,672	D	$15.99⁽¹⁾	0	I	See Footnotes⁽¹¹⁾⁽²⁰⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		770,527	D	$15.99⁽¹⁾	0	I	See Footnotes⁽¹²⁾⁽²⁰⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		1,096,835	D	$15.99⁽¹⁾	0	I	See Footnotes⁽¹³⁾⁽²⁰⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		2,817,965	D	$15.99⁽¹⁾	0	I	See Footnotes⁽¹⁴⁾⁽²⁰⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		88,291	D	$15.99⁽¹⁾	0	I	See Footnotes⁽¹⁵⁾⁽²⁰⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾
Common Stock	03/03/2022		S		444,298	D	$15.99⁽¹⁾	0	I	See Footnotes⁽¹⁶⁾⁽²¹⁾⁽²²⁾⁽²³⁾⁽²⁴⁾⁽²⁵⁾⁽²⁶⁾

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 Holdings II L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BREA IV L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BREA V L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BREP IV Side-by-Side GP L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BREP V Side-by-Side GP L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

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

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Inc

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

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

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

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. On March 3, 2022, Cavalier Acquisition Owner LP ("Cavalier") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, by and among the Issuer, Cavalier (as assignee of Cavalier Acquisition JV LP) and Cavalier MergerSub LP, a Delaware limited partnership and a wholly owned subsidiary of Cavalier (as assignee of Cavalier) ("Merger Sub") dated as of November 6, 2021 (as amended, modified or assigned, the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with Merger Sub surviving such merger as a wholly owned subsidiary of Cavalier (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $15.99 per share in cash, without interest and subject to applicable withholding tax.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

16. 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").

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

18. 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.

19. 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.

20. The general partner of each of BREP V, BREP V F, BREP V TE.1, BREP V TE.2 and BREP AIV V is Blackstone Real Estate Associates V L.P. The general partner of Blackstone Real Estate Associates V L.P. is BREA V L.L.C.

21. 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.

22. 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.

23. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. 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.

24. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

25. 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.

26. 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.

Remarks:

	BREP IV SIDE-BY-SIDE GP L.L.C., By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BREP V SIDE-BY-SIDE GP L.L.C., By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BREA IV L.L.C., By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BREA V L.L.C., By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE HOLDINGS II 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	03/07/2022
	Blackstone Holdings I/II GP L.L.C. By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	03/07/2022
	BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	03/07/2022
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	03/07/2022
	/s/ Stephen A. Schwarzman	03/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Group Management L.L.C. Blackstone Form 4CorePoint Lodging / STEPHEN A SCHWARZMAN ownership change