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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Blackstone Holdings partnership units (1) | (1) | 03/03/2010 | G(2) | V | 110,436 | (1) | (1) | Common units representing limited partnership interests | 110,436 | $ 0 | 30,082,396 | D | |||
| Blackstone Holdings partnership units (1) | (1) | 05/28/2010 | G(3) | V | 110,435 | (1) | (1) | Common units representing limited partnership interests | 110,435 | $ 0 | 29,971,961 | D | |||
| Blackstone Holdings partnership units (1) | (1) | 12/29/2010 | G(4) | V | 3,500,000 | (1) | (1) | Common units representing limited partnership interests | 3,500,000 | $ 0 | 26,471,961 | D | |||
| Blackstone Holdings partnership units (1) | (1) | 02/09/2011 | C(7) | 63,955 | (1) | (1) | Common units representing limited partnership interests | 63,955 | $ 0 | 26,408,006 | D | ||||
| Blackstone Holdings partnership units (1) | (1) | 02/09/2011 | G(9) | V | 24,045 | (1) | (1) | Common units representing limited partnership interests | 24,045 | $ 0 | 26,383,961 | D | |||
| Blackstone Holdings partnership units (1) | (1) | (1) | (1) | Common units representing limited partnership interests | 7,723,795 | 7,723,795 | I | See Footnote #5. (5) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JAMES HAMILTON E C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | President and COO | ||
| Robert L. Friedman, Attorney-in-Fact | 02/11/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | A "Blackstone Holdings partnership" unit collectively refers to one limited partner interest in each of Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P.. Subject to the minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone partnerships, the Reporting Person has the right, exercisable from time to time, to exchange each Blackstone Holdings partnership unit for one common unit of The Blackstone Group L.P. The Blackstone Holdings partnership units have no expiration date and may not be exchanged at any time prior to December 31, 2011 other than pursuant to transactions or programs approved by Blackstone. |
| (2) | The Reporting Person donated 110,436 Blackstone Holdings partnership units to a charitable foundation. |
| (3) | The Reporting Person donated 110,435 Blackstone Holdings partnership units to a charitable foundation. |
| (4) | The Reporting Person gifted 3,500,000 Blackstone Holdings partnership units to a trust, for the benefit of the Reporting Person's grand children of which the Reporting Person is a trustee with investment power. |
| (5) | These Blackstone Holdings partnership units are held in a trust, for the benefit of the Reporting Person's children of which the Reporting Person is a trustee with investment power. The Reporting Person disclaimes beneficial ownership of the Blackstone Holdings partnership units held in this trust. |
| (6) | These common units units are held in a limited liability company beneficially owned by the Reporting Person and his spouse. |
| (7) | Pursuant to an exchange agreement, the Reporting Person exchanged 63,955 Blackstone Holdings partnership units for an equal number of common units of the The Blackstone Group L.P. |
| (8) | The Reporting Person donated a total of 63,955 Blackstone Holdings partnership units to two organizations. |
| (9) | The Reporting Person donated a total of 24,045 Blackstone Holdings partnership units to a charitable foundation. |
| Remarks: Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of these interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests. | |