SEC Form 4: Blackstone Real Estate Associates V L.P. sold $281,208,743 worth of shares (17,586,538 units at $15.99)

3/7/22 4:31:10 PM ET

$CPLG

Real Estate Investment Trusts

Consumer Services

Get the next $CPLG alert in real time by email

SEC FORM 4 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 Real Estate Associates V 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 Real Estate Associates V 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^*

Blackstone Real Estate Partners (DC) IV.TE.3-A

(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 Real Estate Partners V LP

(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 Real Estate Partners V.F 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^*

Blackstone Real Estate Partners V.TE.1 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^*

Blackstone Real Estate Partners V TE2 LP

(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 Real Estate Partners (AIV) V 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^*

Blackstone Real Estate Holdings V 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^*

Blackstone Real Estate Associates IV 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^*

Blackstone Real Estate Holdings IV L.P.

(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:

	BLACKSTONE REAL ESTATE PARTNERS (DC) IV.TE.3-A L.P., By: Blackstone Real Estate Associates IV L.P., its general partner, By: BREA IV L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE HOLDINGS IV L.P., By: BREP IV Side-by-Side GP L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE PARTNERS V L.P., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE PARTNERS V.F L.P., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE PARTNERS V.TE.1 L.P., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE PARTNERS V.TE.2 L.P., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE PARTNERS (AIV) V L.P., By: Blackstone Real Estate Associates V L.P., its general partner, By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE HOLDINGS V L.P., By: BREP V Side-by-Side GP L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE ASSOCIATES IV L.P., By: BREA IV L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	03/07/2022
	BLACKSTONE REAL ESTATE ASSOCIATES V L.P., By: BREA V L.L.C., its general partner, By: /s/ William J. Stein, Name: William J. Stein, Title: Senior Managing Director	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Get the next $CPLG alert in real time by email

SEC Form 4: Blackstone Real Estate Associates V L.P. sold $281,208,743 worth of shares (17,586,538 units at $15.99)

Chat with this insight

Recent Analyst Ratings for
$CPLG

$CPLG
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

SEC Form 4: Blackstone Holdings Ii L.P. sold $281,208,743 worth of shares (17,586,538 units at $15.99)

SEC Form 4: Bre/Lqjv-Nq L.L.C. sold $281,208,743 worth of shares (17,586,538 units at $15.99)

SEC Form 4: Bowers Alan J returned $424,966 worth of shares to the company (26,577 units at $15.99), closing all direct ownership in the company (tax liability)

$CPLG
Leadership Updates

Live Leadership Updates

Selina Announces Key Board Appointment and Formation of New Board Committee

$CPLG
Press Releases

Fastest customizable press release news feed in the world

$CPLG
SEC Filings

$CPLG
Large Ownership Changes

This live feed shows all institutional transactions in real time.

Selina Announces Key Board Appointment and Formation of New Board Committee

CorePoint Stockholders Approve Pending Transaction

CorePoint Lodging Reports Third Quarter 2021 Results

SEC Form 15-12B filed by CorePoint Lodging Inc.

SEC Form S-8 POS filed by CorePoint Lodging Inc.

SEC Form S-8 POS filed by CorePoint Lodging Inc.

SEC Form SC 13D/A filed by CorePoint Lodging Inc. (Amendment)

SEC Form SC 13G filed by CorePoint Lodging Inc.

SEC Form SC 13G/A filed by CorePoint Lodging Inc. (Amendment)

$CPLG
Financials

Live finance-specific insights

CorePoint Lodging Reports Third Quarter 2021 Results

CorePoint Lodging To Be Acquired By A Joint Venture Between Affiliates Of Highgate And Cerberus Capital Management, L.P. In $1.5 Billion All-Cash Transaction

CorePoint Lodging Reports Second Quarter 2021 Results

$CPLG
Market Insights

Live Market Insights

Insiders Sell More Than $400M Of 5 Stocks

Merger Arbitrage Mondays - Healthcare Trust Of America To Combine With Healthcare Realty Trust

CorePoint Stockholders Approve Pending Acquisition By Affiliates Of Highgate And Cerberus Capital Management

SEC Form 4: Blackstone Real Estate Associates V L.P. sold $281,208,743 worth of shares (17,586,538 units at $15.99)

Chat with this insight

Recent Analyst Ratings for $CPLG

$CPLG Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

SEC Form 4: Blackstone Holdings Ii L.P. sold $281,208,743 worth of shares (17,586,538 units at $15.99)

SEC Form 4: Bre/Lqjv-Nq L.L.C. sold $281,208,743 worth of shares (17,586,538 units at $15.99)

SEC Form 4: Bowers Alan J returned $424,966 worth of shares to the company (26,577 units at $15.99), closing all direct ownership in the company (tax liability)

$CPLG Leadership Updates

Live Leadership Updates

Selina Announces Key Board Appointment and Formation of New Board Committee

$CPLG Press Releases

Fastest customizable press release news feed in the world

$CPLG SEC Filings

$CPLG Large Ownership Changes

This live feed shows all institutional transactions in real time.

Selina Announces Key Board Appointment and Formation of New Board Committee

CorePoint Stockholders Approve Pending Transaction

CorePoint Lodging Reports Third Quarter 2021 Results

SEC Form 15-12B filed by CorePoint Lodging Inc.

SEC Form S-8 POS filed by CorePoint Lodging Inc.

SEC Form S-8 POS filed by CorePoint Lodging Inc.

SEC Form SC 13D/A filed by CorePoint Lodging Inc. (Amendment)

SEC Form SC 13G filed by CorePoint Lodging Inc.

SEC Form SC 13G/A filed by CorePoint Lodging Inc. (Amendment)

$CPLG Financials

Live finance-specific insights

CorePoint Lodging Reports Third Quarter 2021 Results

CorePoint Lodging To Be Acquired By A Joint Venture Between Affiliates Of Highgate And Cerberus Capital Management, L.P. In $1.5 Billion All-Cash Transaction

CorePoint Lodging Reports Second Quarter 2021 Results

$CPLG Market Insights

Live Market Insights

Insiders Sell More Than $400M Of 5 Stocks

Merger Arbitrage Mondays - Healthcare Trust Of America To Combine With Healthcare Realty Trust

CorePoint Stockholders Approve Pending Acquisition By Affiliates Of Highgate And Cerberus Capital Management

Recent Analyst Ratings for
$CPLG

$CPLG
Insider Trading

$CPLG
Leadership Updates

$CPLG
Press Releases

$CPLG
SEC Filings

$CPLG
Large Ownership Changes

$CPLG
Financials

$CPLG
Market Insights