Pursuant to an exchange agreement, holders of Blackstone Holdings partnership units (which term refers collectively to a partnership unit in each of Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P.), subject to the vesting and minimum retained ownership requirements and transfer restrictions set forth in the partnership agreements of the Blackstone Holdings partnerships, may from time-to-time (subject to the terms of the exchange agreement) exchange their Blackstone Holdings partnership units for The Blackstone Group L.P. common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. A Blackstone Holdings limited partner must exchange one partnership unit in each of the four Blackstone Holdings partnerships to effect an exchange for a common unit. On November 15, 2010, AIG BG Holdings LLC (“AIG Holdings”) delivered notice to the Blackstone Holdings entities and The Blackstone Group L.P. to exchange 10,000,000 of its Blackstone Holdings partnership units for 10,000,000 common units which were delivered by the issuer to AIG Holdings on December 15, 2010 and sold on that day. On December 9, 2010, AIG Holdings delivered a further notice to the Blackstone Holdings entities and The Blackstone Group L.P. to exchange its remaining 35,737,235 Blackstone Holdings partnership units for 35,737,235 common units of the issuer, which are expected to be delivered on February 9, 2011.
Pursuant to Rule 13d-3 under the Exchange Act, AIG Holdings is deemed to own and have the power to dispose of 35,737,235 voting common units representing limited partnership interests, or 11.7% of the sum of (i) the 258,577,585 voting common units representing limited partnership interests that, based upon the Form 10-Q for the quarterly period ended September 30, 2010 filed with the Securities and Exchange Commission by The Blackstone Group L.P., were outstanding on October 29, 2010, (ii) the 10,000,000 voting common units representing limited partnership interests that were delivered by the issuer to AIG Holdings on December 15, 2010, and (iii) the 35,737,235 voting common units representing limited partnership interest that are expected to be delivered by the issuer to AIG Holdings on February 9, 2011. American International Group, Inc. has sole voting power to elect managers of AIG Holdings, and accordingly has shared power to vote and dispose of any securities owned by AIG Holdings.
http://www.sec.gov/Archives/edgar/data/1393818/...10-114697-index.htm
http://www.sec.gov/Archives/edgar/data/5272/...114697/y88544sc13g.htm
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