This Amendment No. 11 (“Amendment No. 11”) to Schedule 13D relates to the class A common stock, par value $0.01 per share (“Common Stock”), of Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on December 21, 2012, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on March 27, 2013, Amendment No. 2 to Schedule 13D filed on May 8, 2013, Amendment No. 3 to Schedule 13D filed on May 20, 2013, Amendment No. 4 to Schedule 13D filed on May 31, 2013, Amendment No. 5 to Schedule 13D filed on October 11, 2013, Amendment No. 6 to Schedule 13D filed on January 10, 2014, Amendment No. 7 to Schedule 13D filed on April 16, 2015, Amendment No. 8 to Schedule 13D filed on April 21, 2016, Amendment No. 9 to Schedule 13D filed on November 17, 2016, and Amendment No. 10 to Schedule 13D filed on November 27, 2019 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 11 shall have the same meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented as follows:
On May 11, 2020, the Issuer issued 840,696 shares of Common Stock to BXMT Advisors L.L.C. (the “Manager”), an indirect subsidiary of Blackstone and the manager of the Issuer, in satisfaction of $19.3 million of management and incentive fees accrued in the first quarter of 2020.
On December 14, 2020, the Issuer granted 422,836 restricted shares of Common Stock to the Manager under its 2018 Manager Incentive Plan and 26,863 restricted shares of Common Stock to Stephen A. Schwarzman, under its 2018 Stock Incentive Plan.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) – (b) As of the date hereof, Blackstone Holdings III directly holds 2,624,517 shares of Common Stock, the Manager directly holds 3,029,451 shares of Common Stock (including 699,961 restricted shares subject to vesting pursuant to the terms of the Issuer’s applicable management incentive plans), Mr. Schwarzman directly holds 217,517 shares of Common Stock (including 44,372 restricted shares subject to vesting pursuant to the terms of the Issuer’s applicable stock incentive plans), and Blackstone may be deemed to indirectly beneficially own an additional 366,911 shares of Common Stock held in a separately managed account over which it may be deemed to have indirect voting and dispositive power.
Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone is the sole member of Blackstone Holdings III GP Management L.L.C. Blackstone Group Management L.L.C. is the sole holder of Series II preferred stock of Blackstone. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. The Manager is an indirect subsidiary of Blackstone.
The aggregate number and percentage of the shares of Common Stock 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. The above assumes the Reporting Persons have full dispositive power over any restricted shares of Common Stock held by them.
