SEC Form SC 13D/A filed by Capital Trust, Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

 

Blackstone Mortgage Trust, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

09257W100

(CUSIP Number)

Leon Volchyok

The Blackstone Group Inc.

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

with a copy to:

Edgar J. Lewandowski

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Tel: (212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 14, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 09257W100

 

1		NAMES OF REPORTING PERSONS     BLACKSTONE HOLDINGS III L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)     OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Quebec, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     2,624,517
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     2,624,517
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,624,517
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     1.8%
14		TYPE OF REPORTING PERSON (See Instructions)     PN

 

2

CUSIP No. 09257W100

 

1		NAMES OF REPORTING PERSONS     BLACKSTONE HOLDINGS III GP L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)     OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     2,624,517
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     2,624,517
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,624,517
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     1.8%
14		TYPE OF REPORTING PERSON (See Instructions)     PN

 

3

CUSIP No. 09257W100

 

1		NAMES OF REPORTING PERSONS     BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)     OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     2,624,517
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     2,624,517
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,624,517
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     1.8%
14		TYPE OF REPORTING PERSON (See Instructions)     OO

 

4

CUSIP No. 09257W100

 

1		NAMES OF REPORTING PERSONS     THE BLACKSTONE GROUP INC.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)     OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     6,020,879
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     6,020,879
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,020,879
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     4.1%
14		TYPE OF REPORTING PERSON (See Instructions)     CO

 

5

CUSIP No. 09257W100

 

1		NAMES OF REPORTING PERSONS     BLACKSTONE GROUP MANAGEMENT L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)     OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     6,020,879
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     6,020,879
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,020,879
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     4.1%
14		TYPE OF REPORTING PERSON (See Instructions)     OO

 

6

CUSIP No. 09257W100

 

1		NAMES OF REPORTING PERSONS     STEPHEN A. SCHWARZMAN
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions)     OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     6,238,396
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     6,238,396
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,238,396
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     4.2%
14		TYPE OF REPORTING PERSON (See Instructions)     IN

 

7

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.

The percentage of shares of Common Stock is calculated based on 147,030,513 shares of Common Stock outstanding as of April 9, 2021, as reported in the proxy statement filed by the Issuer on April 28, 2021.

Each of the Blackstone Entities and Mr. Schwarzman may be deemed to beneficially own the shares of Common Stock beneficially owned by Blackstone Holdings III and each of Blackstone, Blackstone Group Management L.L.C. and Mr. Schwarzman may be deemed to beneficially own the shares of Common Stock beneficially owned by the Manager and Blackstone.

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 Blackstone Holdings III and Mr. Schwarzman, to the extent they directly hold shares of Common Stock reported on this Schedule 13D) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Any beneficial ownership of Common Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.

(c) On June 14, 2021, the below sold shares of Common Stock in a block sale to a third party financial institution at $33.25 per share:

 

Seller		Number of Shares Sold
Blackstone Holdings III L.P.			819,873
BXMT Advisors L.L.C.			1,180,127

Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in the past 60 days in Common Stock.

(d) Not applicable.

(e) As of June 14, 2021, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Common stock.

As of June 14, 2021, Blackstone together with its employees, including Blackstone employees who serve as executive officers of the Issuer, continued to own in the aggregate approximately 10.4% of the Issuer’s outstanding Common Stock. As part of Blackstone’s ordinary course management of its assets and liquidity, Blackstone may sell shares of Common Stock from time to time. The information included in this paragraph is for informational purposes only and the Reporting Persons expressly disclaim that they are a member of a “group” with any such Blackstone employee for the purposes of Section 13(d) of the Act, or otherwise.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 17, 2021
		BLACKSTONE HOLDINGS III L.P.
		By:		Blackstone Holdings III GP L.P., its general partner
		By:		Blackstone Holdings III GP Management L.L.C., its general partner
				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director
		BLACKSTONE HOLDINGS III GP L.P.
		By:		Blackstone Holdings III GP Management L.L.C., its general partner
				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director
		BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director
		THE BLACKSTONE GROUP INC.
				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director
		BLACKSTONE GROUP MANAGEMENT L.L.C.
				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director
		/s/ Stephen A. Schwarzman
		STEPHEN A. SCHWARZMAN

[Blackstone Mortgage Trust, Inc. – Schedule 13D/A]

SCHEDULE I

Executive Officers and Directors of The Blackstone Group Inc.

The name and principal occupation of each director and executive officer of The Blackstone Group Inc. are set forth below. The address for each person listed below is c/o The Blackstone Group Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honorable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.

OFFICERS:

 

Name		Present Principal Occupation or Employment
Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc.
Jonathan D. Gray		President, Chief Operating Officer of The Blackstone Group Inc.
Hamilton E. James		Executive Vice Chairman of The Blackstone Group Inc.
Michael S. Chae		Chief Financial Officer of The Blackstone Group Inc.
John G. Finley		Chief Legal Officer of The Blackstone Group Inc.

DIRECTORS:

 

Name		Present Principal Occupation or Employment
Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc.
Jonathan D. Gray		President, Chief Operating Officer of The Blackstone Group Inc.
Hamilton E. James		Executive Vice Chairman of The Blackstone Group Inc.
Kelly A. Ayotte		Former United States Senator from New Hampshire
Joseph P. Baratta		Global Head of Private Equity at The Blackstone Group Inc.
James W. Breyer		Founder and Chief Executive Officer of Breyer Capital
Reginald J. Brown		Partner for the law firm, Kirkland & Ellis
Sir John Antony Hood		Former President and Chief Executive Officer of the Robertson Foundation and Former Chair of the Rhodes Trust
Rochelle B. Lazarus		Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide
Jay O. Light		Dean Emeritus, Harvard Business School
The Right Honorable Brian Mulroney		Senior Partner and International Business Consultant for the Montreal law firm, Norton Rose Canada LLP
William G. Parrett		Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu)
Ruth Porat		Chief Financial Officer of Alphabet Inc. and Google Inc.

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any shares of Common Stock.