This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Class I common stock, par value $0.01 per share (the “Class I Shares”), of Blackstone Real Estate Income Trust, Inc., a Maryland corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on January 28, 2019 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented as follows:
Item 5(c) of this Schedule 13D is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) – (b) Calculations of the percentage of Class I Shares beneficially owned assumes that there were 123,686,680 Class I Shares outstanding as of February 14, 2019, based on information provided by the Issuer, and takes into account the 2,850,637 Class I Units owned by the Special Limited Partner, as applicable. Pursuant to the terms of the BREIT OP LPA, Class I Units are exchangeable for Class I Shares on aone-for-one basis, or cash, at the Issuer’s election.
As of the date hereof, the Adviser directly holds 3,046,024 Class I Shares, and the Special Limited Partner directly holds 2,850,637 Class I Units.
Blackstone Holdings I L.P. is the sole member of the Adviser. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. Blackstone Holdings III L.P. is the general partner of the Special Limited Partner. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. The Blackstone Group L.P. is the sole member of Blackstone Holdings III GP Management L.L.C. and the sole shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.
The aggregate number and percentage of the Class I Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the Adviser and the Special Limited Partner to the extent they directly hold the Issuer securities reported on this Schedule 13D) is the beneficial owner of the Class I Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Act.
(c) Except as set forth below, none of the Reporting Persons has engaged in any transaction in Class I Shares since the filing of the initial Schedule 13D on January 28, 2019.
On February 14, 2019, (i) BREIT OP redeemed 399,540 Class I Units from the Special Limited Partner at a price of $10.7984 per unit, (ii) the Special Limited Partner exchanged 1,076,127 Class I Units for Class I Shares, and (iii) 22,117 Class I Shares to be received in the exchange described in (ii) above were withheld to cover tax liability in connection with such exchange. The cash and shares received upon such redemption and exchange were then distributed to limited partners of the Special Limited Partner, including 131,040 Class I Shares to Mr. Schwarzman.
