SEC Form SC 13G/A filed by Hilton Grand Vacations Inc. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

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

1              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).

Hilton Grand Vacations Inc., a Delaware corporation (the “Issuer”).

6355 MetroWest Boulevard

Suite 180

Orlando, Florida 32835

Hill Path Capital Partners II LP (“Hill Path Capital II”)

150 East 58^th Street, 33^rd Floor

New York, New York 10155

Citizenship: Delaware

Hill Path Capital Partners II GP LLC (“Hill Path GP II”)

150 East 58^th Street, 33^rd Floor

New York, New York 10155

Citizenship: Delaware

Hill Path Investment Holdings II LLC (“Hill Path Investment Holdings II”)

150 East 58th Street, 33^rd Floor

New York, New York 10155

Citizenship: Delaware

Hill Path Capital Partners III LP (“Hill Path Capital III”)

150 East 58th Street, 33^rd Floor

New York, New York 10155

Citizenship: Delaware

Hill Path Capital Partners III GP LLC (“Hill Path GP III”)

150 East 58^th Street, 33^rd Floor

New York, New York 10155

Citizenship: Delaware

Hill Path Investment Holdings III LLC (“Hill Path Investment Holdings III”)

150 East 58^th Street, 33^rd Floor

New York, New York 10155

Citizenship: Delaware

Hill Path Capital LP (“Hill Path”)

150 East 58^th Street, 33^rd Floor

New York, New York 10155

Citizenship: Delaware

Hill Path Holdings LLC (“Hill Path Holdings”)

150 East 58^th Street, 33^rd Floor

New York, New York 10155

Citizenship: Delaware

Scott I. Ross

150 East 58^th Street, 33^rd Floor

New York, New York 10155

Citizenship: United States of America

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

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

43283X105

As of the close of business on December 31, 2022, (i) Hill Path Capital II directly owned 3,564,935 Shares and (ii) Hill Path Capital III directly owned 2,944,978 Shares.

Each of Hill Path GP II, as the general partner of Hill Path Capital II, and Hill Path Investment Holdings II, as the managing member of Hill Path GP II, may be deemed to beneficially own the 3,564,935 Shares owned directly by Hill Path Capital II.

Each of Hill Path GP III, as the general partner of Hill Path Capital III, and Hill Path Investment Holdings III, as the managing member of Hill Path GP III, may be deemed to beneficially own the 2,944,978 Shares owned directly by Hill Path Capital III.

Hill Path, as the investment manager of each of Hill Path Capital II and Hill Path Capital III, may be deemed to beneficially own the 6,509,913 Shares beneficially owned in the aggregate by Hill Path Capital II and Hill Path Capital III.

Hill Path Holdings, as the general partner of Hill Path, may be deemed to beneficially own the 6,509,913 Shares beneficially owned in the aggregate by Hill Path Capital II and Hill Path Capital III.

Mr. Ross, as the managing partner of each of Hill Path Investment Holdings II, Hill Path Investment Holdings III, Hill Path and Hill Path Holdings, may be deemed to beneficially own the 6,509,913 Shares beneficially owned in the aggregate by Hill Path Capital II and Hill Path Capital III.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on 115,057,769 Shares outstanding as of November 4, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

As of the close of business on December 31, 2022, (i) each of Hill Path Capital II, Hill Path GP II and Hill Path Investment Holdings II may be deemed to beneficially own approximately 3.1% of the outstanding Shares, (ii) each of Hill Path Capital III, Hill Path GP III, and Hill Path Investment Holdings III may be deemed to beneficially own approximately 2.6% of the outstanding Shares, and (iii) each of Hill Path, Hill Path Holdings and Mr. Ross may be deemed to beneficially own approximately 5.7% of the outstanding Shares.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

Not Applicable.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed on June 3, 2022.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023