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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f)
of the Investment Company Act of 1940.
/ / 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*
(Last) (First) (Middle)
BREA L.L.C.
(Street)
345 Park Avenue
(City) (State) (Zip)
New York New York 10154
2. Issuer Name and Ticker or Trading Symbol
Host Marriott, L.P. (no symbol)
3. IRS Identification Number of Reporting Person, if an Entity
(Voluntary)
N/A
4. Statement for Month/Year
February 2001
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
----- ----
Officer (give title below) X Other (specify below)
----- ----
Member of Schedule 13D Group
---------------------------------------------------------------
7. Individual or Joint/Group Filing (Check Applicable Line)
-------- Form filed by One Reporting Person
X Form filed by More than One Reporting Person
--------
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).
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
3,087,096 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
7,869,208
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(1)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
1,342,827 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
3,482,426
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (2)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
88,049 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
666,100
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (3)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
854,189 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
2,385,825
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
26,856 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
528,748
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (5)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
140,033 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
782,829
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (6)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
15,369 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
502,974
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (7)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
27,032 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
529,170
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (8)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
592,741 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
2,270,426
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (9)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
3,703,717 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
10,080,259
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (10)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A)or (D) Price
949,571 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
3,256,880
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (11)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
3,444,625 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
8,228,699
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (12)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
150,079 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
802,839
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (13)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
708,142 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
2,063,812
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (14)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
144,044 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
792,981
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (15)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
302,973 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
1,151,051
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (16)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
9,753 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
22,204
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D (17)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
3. Transaction Code (Instr. 8)
Code
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
0
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
14
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D (18)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
3. Transaction Code (Instr. 8)
Code
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
0
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
495,548
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D&I (19)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(29)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
3. Transaction Code (Instr. 8)
Code
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
0
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
468,470
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D (20)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
2,494,355 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
6,067,252
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(21)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
8,453,580 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
20,777,291
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(22)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
10,947,935 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
26,376,073
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(23)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
9,403,151 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
23,565,701
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(24)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
9,403,151 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
23,565,701
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(25)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
12,500,000 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
30,988,657
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(26)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
02/06/01
3. Transaction Code (Instr. 8)
Code C
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
12.500,000 D (30)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
30,988,657
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(27)
FORM 4 (continued)
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
Class A Partnership Units
2. Transaction Date (Month/Day/Year)
3. Transaction Code (Instr. 8)
Code
V
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
0
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4)
495,548
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
(28)
FORM 4 (continued)
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)
N/A
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
4. Transaction Code (Instr. 8)
Code
V
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
(A)
(D)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable
Expiration Date
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title
Amount or Number of Shares
8. Price of Derivative Security (Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
10. Ownership Form of Derivative Security:
Direct (D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
FORM 4 (continued)
Explanation of Responses:
(1) BREA L.L.C. ("BREA LLC") is the general partner of Blackstone
Real Estate Associates L.P. ("BREA") and Blackstone Real Estate
Holdings L.P. ("BREH"), and because of such position, the number
of Class A Partnership Units (the "OP Units") converted by BREA
LLC and the total beneficial holding of BREA LLC includes the
number of OP Units converted and the number of OP Units beneficially
owned by each such entity.
(2) Blackstone Real Estate Partners I L.P. ("BRE I") directly owns
3,013,956 OP Units, and the remaining 468,470 securities are directly
owned by BRE/Ceriale L.L.C. ("Ceriale").
(3) Blackstone Real Estate Partners Two L.P. ("BRE Two") directly owns
197,630 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(4) Blackstone Real Estate Partners Three L.P. ("BRE Three") directly
owns 1,917,355 OP Units, and the remaining 468,470 OP Units are
directly owned by Ceriale.
(5) Blackstone Real Estate Partners IV L.P. ("BRE IV") directly owns
60,278 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(6) Blackstone RE Capital Partners L.P. ("BRECP") directly owns 314,359 OP
Units, and the remaining 468,470 OP Units are directly owned by
Ceriale.
(7) Blackstone RE Capital Partners II L.P. ("BRECP II") directly owns
34,504 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(8) Blackstone RE Offshore Capital Partners L.P. ("BOC") directly owns
60,700 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(9) BREH directly owns 1,801,956 OP Units, and the remaining 468,470 OP
Units are directly owned by Ceriale.
(10) Blackstone Real Estate Partners II L.P. ("BRE II") directly owns
9,611,789 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(11) Blackstone Real Estate Holdings II L.P. ("BREH II") directly owns
2,788,410 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(12) Blackstone Real Estate Partners II.TE.1 L.P. ("BRE II TE 1") directly
owns 7,760,229 OP Units, and the remaining 468,470 OP Units are
directly owned by Ceriale.
FORM 4 (continued)
(13) Blackstone Real Estate Partners II.TE.2 L.P. ("BRE II TE 2") directly
owns 334,369 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(14) Blackstone Real Estate Partners II.TE.3 L.P. ("BRE II TE 3") directly
owns 1,595,342 OP Units, and the remaining 468,470 OP Units are
directly owned by Ceriale.
(15) Blackstone Real Estate Partners II.TE.4 L.P. ("BRE II TE 4") directly
owns 324,511 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(16) Blackstone Real Estate Partners II.TE.5 L.P. ("BRE II TE 5") directly
owns 682,581 OP Units, and the remaining 468,470 OP Units are directly
owned by Ceriale.
(17) BRE Logan Hotel Inc. ("Logan") directly owns 22,204 OP Units.
(18) RTZ Management Corp. ("RTZ") directly owns 14 OP Units.
(19) CR/RE L.L.C. ("CRRE") directly owns 27,078 OP Units, and the
remaining 468,470 OP Units are directly owned by Ceriale.
(20) Ceriale directly owns 468,470 OP Units.
(21) BREA is the general partner of BRE I, BRE Two, BRE Three, BRE IV,
BRECP, BRECP II and BOC, and because of such position, the number
of OP Units converted by BREA and the total beneficial holding of
BREA includes the number of OP Units converted and the number of OP
Units beneficially owned by each such entity.
(22) Blackstone Real Estate Associates II L.P. ("BREA II") is the general
partner of BRE II, BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4
and BRE II TE 5, and because of such position, the number of OP Units
converted by BREA II and the total beneficial holding of BREA II
includes the number of OP Units converted and the number of OP Units
beneficially owned by each such entity.
(23) John G. Schreiber ("Schreiber") is a limited partner in BREA and
BREA II, and any disposition of an investment (directly or indirectly)
by entities to which BREA and BREA II serves as general partner
requires the approval of Schreiber. Therefore, the number of OP Units
converted by Schreiber and the total beneficial holding of Schreiber
includes the number of OP Units converted and the number of OP Units
beneficially owned by each such entity.
FORM 4 (continued)
(24) Blackstone Real Estate Management Associates II L.P. ("BREMA II")
is the general partner of BREA II and BREH II, and because of such
position, the number of OP Units converted by BREMA II and the total
beneficial holding of BREMA II includes the number of OP Units
converted and the number of OP Units beneficially owned by each
such entity.
(25) BREA II L.L.C. ("BREA II LLC") is the general partner of BREMA II,
and because of such position, the number of OP Units converted by
BREA II LLC and the total beneficial holding of BREA II LLC includes
the number of OP Units converted and the number of OP Units
beneficially owned by each such entity.
(26) Peter G. Peterson ("Peterson"), who is a founding member of BREA LLC
and BREA II LLC, is able, together with Stephen A. Schwarzman
("Schwarzman"), to control BREA LLC, BREA II LLC, RTZ and Logan, and
because of such position and control, the number of OP Units converted
by Peterson and the total beneficial holding of Peterson includes
the number of OP Units converted and the number of OP Units
beneficially owned by each such entity.
(27) Schwarzman, who is a founding member of BREA LLC and BREA II LLC,
is able, together with Peterson, to control BREA LLC, BREA II LLC,
RTZ and Logan, and because of such position and control, the number
of OP Units converted by Schwarzman and the total beneficial holding
of Schwarzman includes the number of OP Units converted and the number
of OP Units beneficially owned by each such entity.
(28) John Ceriale ("John Ceriale") is a member with sole beneficial
ownership of CRRE, and because of such position, the total beneficial
holding of John Ceriale includes the number of OP Units beneficially
owned by CRRE.
(29) Such entity is a member of Ceriale and because of such membership,
the total beneficial holding of such entity includes the number of OP
Units beneficially owned by Ceriale.
(30) On February 6, 2001, BRE II, BREH II, BRE II TE 1, BRE II TE 2,
BRE II TE 3, BRE II TE 4, BRE II TE 5, BRE I, BRE Two, BRE Three,
BRE IV, BRECP, BRECP II, BOC, BREH, and Logan (collectively, the
"Selling Shareholders") converted, in the aggregate, 12,500,000 OP
Units into shares of common stock ("Common Stock") of Host Marriott
Corporation ("HMC") on a one-for-one basis upon the exercise of their
unit redemption right pursuant to the Second Amended and Restated
Agreement of Limited Partnership of the Issuer, dated as of December 30,
1998. On February 7, 2001 the Selling Shareholders sold such 12,500,000
shares of Common Stock to Salomon Smith Barney Inc. ("Salomon") for a
price of $12.30 per share pursuant to the Underwriting Agreement, dated
as of February 1, 2001, among the Issuer, HMC, Salomon and the Selling
Shareholders. After giving effect to the sale of Common Stock, all
Reporting Persons hold, in the aggregate, 31,015,735 OP Units, which
are redeemable for cash or (at the election of HMC) shares of Common
Stock (on a one-for-one basis).
FORM 4 (continued)
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.
Any disclosures made hereunder with respect to persons other than the
Reporting Persons are made on information and belief after making appropriate
inquiry.
Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of
1934, as amended, each of the Reporting Persons herein states that this
filing shall not be deemed an admission that he or it is the beneficial owner
of any of the securities covered by this Statement.
BREA L.L.C.
By: /s/ Gary M. Sumers March 9, 2001
--------------------- -------------
Name: Gary M. Sumers Date
Title: Attorney-in-fact
** Signature of Reporting Person
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
ATTACHMENT A
Joint Filer Information
Names: Blackstone Real Estate Partners II L.P. ("BRE II"), Blackstone
Real Estate Holdings II L.P. ("BREH II"), Blackstone Real Estate
Partners II.TE.1 L.P. ("BRE II TE 1"), Blackstone Real Estate
Partners II.TE.2 L.P. ("BRE II TE 2"), Blackstone Real Estate
Partners II.TE.3 L.P. ("BRE II TE 3"), Blackstone Real Estate
Partners II.TE.4 L.P. ("BRE II TE 4"), Blackstone Real Estate
Partners II.TE.5 L.P. ("BRE II TE 5"), Blackstone Real Estate
Partners I L.P. ("BRE I"), Blackstone Real Estate Partners Two
L.P. ("BRE Two"), Blackstone Real Estate Partners Three L.P.
("BRE Three"), Blackstone Real Estate Partners IV L.P.
("BRE IV"), Blackstone RE Capital Partners L.P. ("BRECP"),
Blackstone RE Capital Partners II L.P. ("BRECP II"), Blackstone
RE Offshore Capital Partners L.P. ("BOC"), Blackstone Real
Estate Holdings L.P. ("BREH"), CR/RE L.L.C. ("CRRE"), BRE Logan
Hotel Inc. ("Logan"), BRE/Ceriale L.L.C. ("Ceriale"), RTZ
Management Corp. ("RTZ"), Blackstone Real Estate Associates L.P.
("BREA"), Blackstone Real Estate Associates II L.P. ("BREA II"),
Blackstone Real Estate Management Associates II L.P. ("BREMA II"),
BREA II L.L.C. ("BREA II LLC"), Peter G. Peterson ("Peterson"),
Stephen A. Schwarzman ("Schwarzman"), John G. Schreiber
("Schreiber") and John Ceriale ("John Ceriale").
Addresses: The principal business office address of each of the reporting
persons above, except for Schreiber, is 345 Park Avenue, 31st
Floor, New York, New York 10154. The principal business office
address of Schreiber is Schreiber Investments, 1115 East Illinois
Road, Lake Forest, Illinois 60045.
Designated BREA L.L.C. ("BREA LLC")
Filer:
Issuer & Host Marriott L.P. (no symbol)
Ticker
Symbol:
Date of February 2001
Event:
Signatures: BLACKSTONE REAL ESTATE PARTNERS I L.P.
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
BLACKSTONE RE CAPITAL PARTNERS L.P.
BLACKSTONE RE CAPITAL PARTNERS II L.P.
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.3 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
BLACKSTONE REAL ESTATE HOLDINGS L.P.
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
BLACKSTONE REAL ESTATE MANAGEMENT ASSOCIATES II L.P.
CR/RE L.L.C.
BRE LOGAN HOTEL INC.
RTZ MANAGEMENT CORP.
BRE/CERIALE L.L.C.
BREA L.L.C.
BREA II L.L.C.
PETER G. PETERSON
STEPHEN A. SCHWARZMAN
JOHN G. SCHREIBER
JOHN CERIALE
By: /s/ Gary M. Sumers
-------------------------
Name: Gary M. Sumers
Title: Attorney-in-fact