SEC Form SC 13G filed by Hilton Grand Vacations Inc.

3/9/23 1:08:26 PM ET

$HGV

Hotels/Resorts

Consumer Discretionary

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SC 13G 1 ea174914-13gnorth_hilton.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Hilton Grand Vacations Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

43283X105

(CUSIP Number)

March 1, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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, as amended (“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).

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

Ricardo Davidovich, Esq.
Haynes and Boone, LLP

30 Rockefeller Plaza
26th Floor

New York, NY 10112
(212) 835-4837

CUSIP No. 43283X105

1.	Names of Reporting Persons. North Peak Capital Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 5,153,993 (1)
	7.	Sole Dispositive Power 716,580
	8.	Shared Dispositive Power 5,153,993 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,870,573 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 5.2% (2)
12.	Type of Reporting Person (See Instructions) OO, IA

(1)

Includes (1) 343,506 shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 3,212,387 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 1,090,356 shares of Common Stock held directly by North Peak Special Opportunity Partners II, LLC, (4) 490,504 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (5) 17,240 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.

(2)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

CUSIP No. 43283X105

1.	Names of Reporting Persons. North Peak Capital GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 5,153,993 (1)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 5,153,993 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,153,993 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 4.6% (2)
12.	Type of Reporting Person (See Instructions) OO

(1)

(2)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

CUSIP No. 43283X105

1.	Names of Reporting Persons. North Peak Capital Partners, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 343,506
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 343,506

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 343,506
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.3% (1)
12.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

CUSIP No. 43283X105

1.	Names of Reporting Persons. North Peak Capital Partners II, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,212,387
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,212,387

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,212,387
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 2.9% (1)
12.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

CUSIP No. 43283X105

1.	Names of Reporting Persons. North Peak Special Opportunity Partners II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,090,356
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,090,356

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,090,356
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 1.0% (1)
12.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

CUSIP No. 43283X105

1.	Names of Reporting Persons. North Peak Capital Alpha Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 490,504
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 490,504

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 490,504
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.4% (1)
12.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

CUSIP No. 43283X105

1.	Names of Reporting Persons. North Peak Capital Ultra Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 17,240
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 17,240

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,240
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) Less than 0.1% (1)
12.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

CUSIP No. 43283X105

1.	Names of Reporting Persons. Michael Kevin Kahan
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 5,153,993 (1)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 5,153,993 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,153,993 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 4.6% (2)
12.	Type of Reporting Person (See Instructions) IN, HC

(1)

(2)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

CUSIP No. 43283X105

1.	Names of Reporting Persons. Jeremy Steven Kahan
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 5,153,993 (1)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 5,153,993 (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,153,993 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 4.6% (2)
12.	Type of Reporting Person (See Instructions) IN, HC

(1)

(2)	Based upon 112,178,836 shares of Common Stock outstanding as of February 24, 2023, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that was filed by the Issuer with the U.S. Securities and Exchange Commission on March 1, 2023.

Item 1.

(a) Name of Issuer

Hilton Grand Vacations Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices

6355 Metrowest Boulevard, Suite 180

Orlando, FL 32835

Item 2.

(a) Name of Person Filing

This statement is jointly filed by and on behalf of each of North Peak Capital Management, LLC, a Delaware limited liability company (“North Peak Management”), North Peak Capital GP, LLC, a Delaware limited liability company (“North Peak GP”), North Peak Capital Partners, LP, a Delaware limited partnership (“Fund I”), North Peak Capital Partners II, LP, a Delaware limited partnership (“Fund II”), North Peak Special Opportunity Partners II, LLC, a Delaware limited liability company (“NPSOP II”), North Peak Capital Alpha Fund, LP, a Delaware limited partnership (“Alpha Fund”), North Peak Capital Ultra Fund, LP, a Delaware limited partnership (“Ultra Fund”), Jeremy S. Kahan and Michael K. Kahan (each, a “Reporting Person” and collectively, the “Reporting Persons”). North Peak Management is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, each of Fund I, Fund II, NPSOP II, Alpha Fund and Ultra Fund. North Peak Management is investment adviser to a separately managed account of an advisory client and may be deemed to beneficially own securities directly in such separately managed account, but North Peak Management does not have any voting authority with respect to any securities in such separately managed account. North Peak GP is the general partner of, and may be deemed to indirectly beneficially own securities owned by, each of Fund I, Fund II, NPSOP II, Alpha Fund and Ultra Fund. Messrs. Kahan are the co-managers of, and each may be deemed to indirectly beneficially own securities beneficially owned by, each of North Peak Management and North Peak GP. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held directly by the other Reporting Persons.

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

(b) Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the Reporting Persons is c/o North Peak Capital Management, LLC, 405 Lexington Avenue, Suite 5001, New York, NY 10174.

(c) Citizenship

See Item 4 on the cover page(s) hereto.

(d) Title of Class of Securities

Common Stock, par value $0.01 per share (“Common Stock”).

(e) CUSIP Number

43283X105

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

(a)	☐	A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	☐	A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	☐	A group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________

Item 4. Ownership

(a) Amount beneficially owned: See Item 9 on the cover page(s) hereto.

(b) Percent of class: See Item 11 on the cover page(s) hereto.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Item 5. Ownership of 5% or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than 5% on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

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.

Date: March 9, 2023	North Peak Capital Management, LLC

	By:	/s/ Jeremy Kahan
	Name:	Jeremy Kahan
	Title:	Managing Member

	North Peak Capital gp, LLC

	By:	/s/ Jeremy Kahan
	Name:	Jeremy Kahan
	Title:	Manager

	NORTH PEAK CAPITAL PARTNERS, LP

	By:	North Peak Capital GP, LLC
	Its:	General Partner

	By:	/s/ Jeremy Kahan
	Name:	Jeremy Kahan
	Title:	Manager

	NORTH PEAK CAPITAL PARTNERS II, LP

	By:	North Peak Capital GP, LLC
	Its:	General Partner

	By:	/s/ Jeremy Kahan
	Name:	Jeremy Kahan
	Title:	Manager

	NORTH PEAK SPECIAL OPPORTUNITY
	PARTNERS II, LLC

	By:	North Peak Capital GP, LLC
	Its:	Managing Member

	By:	/s/ Jeremy Kahan
	Name:	Jeremy Kahan
	Title:	Manager

	North Peak Capital Alpha Fund, LP

	By:	North Peak Capital GP, LLC
	Its:	General Partner

	By:	/s/ Jeremy Kahan
	Name:	Jeremy Kahan
	Title:	Manager

	North Peak Capital Ultra Fund, LP

	By:	North Peak Capital GP, LLC
	Its:	General Partner

	By:	/s/ Jeremy Kahan
	Name:	Jeremy Kahan
	Title:	Manager

	JEREMY KAHAN

	/s/ Jeremy Kahan

	MICHAEL KAHAN

	/s/ Michael Kahan

EXHIBIT INDEX

Exhibit

Description of Exhibit

99.1

Joint Filing Agreement (filed herewith).

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SEC Form SC 13G filed by Hilton Grand Vacations Inc.

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