The following table sets forth information regarding the beneficial ownership of our common stock and Blackstone Holdings Partnership Units as of February 17, 2023 by:
| • | | each person known to us to beneficially own 5% of any class of the outstanding voting securities of Blackstone Inc., |
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| • | | each member of our board of directors, |
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| • | | each of our named executive officers, and |
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| • | | all our current directors and executive officers as a group. |
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The amounts and percentage of common stock and Blackstone Holdings Partnership Units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of February 17, 2023. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all securities shown as beneficially owned by them, subject to community property laws where applicable. Unless otherwise included, for purposes of this table, the principal business address for each such person is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154.
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| | Common Units, Beneficially Owned | | | | | | | | Blackstone Holdings Partnership Units Beneficially Owned (a) | | | | | | |
| Name of Beneficial Owner | | Number | | | | % of Class | | | | Number | | | | % of Class | | |
| 5% Stockholders | | | | | | | | | | | | | | | | |
| The Vanguard Group, Inc. (b) | | | 46,994,275 | | | | 6.7 | % | | | — | | | | — | |
| BlackRock, Inc. (c) | | | 38,893,839 | | | | 5.5 | % | | | — | | | | — | |
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| Directors and Executive Officers (d)(e) | | | | | | | | | | | | | | | | |
| Stephen A. Schwarzman (f)(g) | | | — | | | | — | | | | 231,924,793 | | | | 51.4 | % |
| Jonathan D. Gray (g) | | | 798,823 | | | | * | | | | 40,727,020 | | | | 9.0 | % |
| Hamilton E. James (g)(h) | | | — | | | | * | | | | 15,805,951 | | | | 3.5 | % |
| Michael S. Chae (g) | | | 194,528 | | | | * | | | | 6,295,468 | | | | 1.4 | % |
| John G. Finley (g) | | | 91,297 | | | | * | | | | 396,983 | | | | * | |
| Kelly A. Ayotte | | | 11,989 | | | | * | | | | — | | | | — | |
| Joseph P. Baratta | | | 376,426 | | | | * | | | | 5,397,944 | | | | 1.2 | % |
| James W. Breyer | | | 34,522 | | | | * | | | | — | | | | — | |
| Reginald J. Brown | | | 8,635 | | | | * | | | | — | | | | — | |
| Sir John Hood | | | 13,498 | | | | * | | | | — | | | | — | |
| Rochelle B. Lazarus (g) | | | 53,162 | | | | * | | | | — | | | | — | |
| The Right Honorable Brian Mulroney | | | 175,158 | | | | * | | | | — | | | | — | |
| William G. Parrett (g) | | | 91,572 | | | | * | | | | — | | | | — | |
| Ruth Porat | | | 36,764 | | | | * | | | | — | | | | — | |
| All current executive officers and directors as a group (13 persons) (i) | | | 1,886,374 | | | | * | | | | 284,742,208 | | | | 62.9 | % |
| (a) | Subject to certain requirements and restrictions, the partnership units of Blackstone Holdings are exchangeable for shares of our common stock on a one-for-one basis. A Blackstone Holdings limited partner must exchange one partnership unit in each of the five Blackstone Holdings Partnerships to effect an exchange for a share of our common stock. See “— Item 13. Certain Relationships and Related Transactions, and Director Independence — Exchange Agreement.” Beneficial ownership of Blackstone Holdings Partnership Units reflected in this table has not been also reflected as beneficial ownership of our shares of common stock for which such units may be exchanged. |
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| (b) | Reflects shares of common stock beneficially owned by The Vanguard Group, Inc. and its subsidiaries based on the amended Schedule 13G filed by The Vanguard Group, Inc. on February 9, 2023. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
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| (c) | Reflects shares of common stock beneficially owned by BlackRock, Inc. and its subsidiaries based on the Schedule 13G filed by BlackRock, Inc. on February 1, 2023. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |
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| (d) | The shares of common stock and Blackstone Holdings Partnership Units beneficially owned by the directors and executive officers reflected above do not include the following number of securities that will be delivered to the respective individual more than 60 days after February 24, 2023: Mr. Gray—566,881 deferred restricted Blackstone Holdings Partnership Units and 1,679,370 deferred restricted common stock; Mr. Chae—365,088 deferred restricted Backstone Holdings Partnership Units and 434,431 deferred restricted common stock; Mr. Finley—37,793 deferred restricted Blackstone Holdings Partnership Units and 306,231 deferred restricted common stock; Mr. Baratta—1,459,301 deferred restricted Blackstone Holdings Partnership Units and 830,742 deferred restricted common stock; Ms. Ayotte—2,000 deferred restricted common stock; Mr. Mulroney—2,273 deferred restricted common stock; Mr. Parrett—2,414 deferred restricted common stock; Ms. Lazarus—2,181 deferred restricted common stock; Mr. Breyer—2,364 deferred restricted common stock; Mr. Hood—2,000 deferred restricted common stock; Ms. Porat—2,166 deferred restricted common stock; and Mr. Brown—2,230 deferred restricted common stock. |
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| (e) | The Blackstone Holdings Partnership Units shown in the table above include the following number of vested units being held back under our minimum retained ownership requirements: Mr. Schwarzman—16,039,350 Blackstone Holdings Partnership Units; Mr. Gray—11,513,401 Blackstone Holdings Partnership Units and 51,200 deferred restricted common units; Mr. Chae—3,348,170 Blackstone Holdings Partnership Units and 13,450 deferred restricted common units; and Mr. Finley—190,243 Blackstone Holdings Partnership Units and 7,690 deferred restricted common units; and Mr. Baratta—3,681,072 Blackstone Holdings Partnership Units and 291,426 deferred restricted common units. |
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| (f) | On those few matters that may be submitted for a vote of the sole holder of the Series I preferred stock, Blackstone Partners L.L.C., an entity owned by senior managing directors of Blackstone and controlled by Mr. Schwarzman, is entitled to an aggregate number of votes on any matter that may be submitted for a vote of our common stock that is equal to the aggregate number of vested and unvested Blackstone Holdings Partnership Units held by the limited partners of Blackstone Holdings on the relevant record date and entitles it to participate in the vote on the same basis as our common stock. Our senior managing directors have agreed in the limited liability company agreement of Blackstone Partners L.L.C. that our founder, Mr. Schwarzman, will have the power to determine how the Series I preferred stock held by Blackstone Partners L.L.C. will be voted. Following the withdrawal, death or disability of Mr. Schwarzman (and any successor founder), this power will revert to the members of Blackstone Partners L.L.C. holding a majority in interest in that entity. The limited liability company agreement of Blackstone Partners L.L.C. provides that at such time as Mr. Schwarzman should cease to be a founding member, Jonathan D. Gray will thereupon succeed Mr. Schwarzman as the sole founding member of Blackstone Partners L.L.C. If Blackstone Partners L.L.C. directs us to do so, we will issue shares of Series I preferred stock to each of the limited partners of Blackstone Holdings, whereupon each holder of Series I preferred stock will be entitled to a number of votes that is equal to the number of vested and unvested Blackstone Holdings Partnership Units held by such Series I preferred stockholder on the relevant record date. |
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| (g) | The Blackstone Holdings Partnership Units shown in the table above for such named executive officers and directors include: (a) the following units held for the benefit of family members with respect to which the named executive officer or director, as applicable, disclaims beneficial ownership: Mr. Schwarzman—3,165,880 units held in various trusts for which Mr. Schwarzman is the investment trustee, Mr. Gray—15,606,802 units held in a trust for which Mr. Gray is the investment trustee, and Mr. Chae—1,150,070 units held in a trust for which Mr. Chae is the investment trustee, and Mr. Finley—80,964 units held in a trust for which Mr. Finley is the investment trustee, and Mr. Baratta—142,237 units held in a trust for which Mr. Baratta is the investment trustee; (b) the following units held in grantor retained annuity trusts for which the named executive officer or director, as applicable, is the investment trustee: Mr. Schwarzman—747,008 units, Mr. Gray—3,444,918 units; (c) the following units held by a corporation for which the named executive officer is a controlling shareholder: Mr. Schwarzman—1,438,529 units, and Mr. Baratta—4,491,950 units; and (d) 5,000,000 units that have been pledged by Mr. Schwarzman as security to a third party to secure payment for a loan made by such third party. Mr. Schwarzman also directly, or through a corporation for which he is the controlling shareholder, beneficially owns an additional 364,278 partnership units in each of Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. In addition, with respect to Mr. Schwarzman, the above table excludes partnership units of Blackstone Holdings held by his children or in trusts for the benefit of his family as to which he has no voting or investment control. The Blackstone common stock shown in the table above for each named executive officer and director include: (a) the following shares held for the benefit of family members with respect to which the named executive officer or director, as applicable, disclaims beneficial ownership: Mr. Finley—32,523 shares held in a family limited liability company and 4,000 shares held in a trust for the benefit of his spouse of which he is a trustee, and Ms. Lazarus—2,950 shares held in a trust for the benefit of family members over which she shares investment control; (b) Mr. Finley—11,000 shares held in a trust for the benefit of Mr. Finley and his family of which he is a trustee; and (c) ) 60,284 and 10,000 shares that have been pledged by Messrs. Finley and Parrett, respectively, to a third party to secure payment for a loan. |
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| (h) | Effective January 31, 2022, Mr. James retired as a director and as Executive Vice Chairman of Blackstone. |
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| (i) | Amounts reported for all current executive officers and directors as a group do not include any securities owned by Mr. James, who retired effective January 31, 2022. |
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Securities Authorized for Issuance under Equity Compensation Plans
The table set forth below provides information concerning the awards that may be issued under the 2007 Equity Incentive Plan as of December 31, 2022:
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| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (b) | | |
| Equity Compensation Plans Approved by Security Holders | | | 58,417,583 | | | | — | | | | 159,030,583 | |
| Equity Compensation Plans Not Approved by Security Holders | | | — | | | | — | | | | — | |
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| | | 58,417,583 | | | | — | | | | 159,030,583 | |
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| (a) | Reflects the outstanding number of our deferred restricted common stock units and deferred restricted Blackstone Holdings Partnership Units granted under the 2007 Equity Incentive Plan as of December 31, 2022. |
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| (b) | The aggregate number of our common stock and Blackstone Holdings Partnership Units covered by the 2007 Equity Incentive Plan is increased on the first day of each fiscal year during its term by a number of shares of common stock equal to the positive difference, if any, of (a) 15% of the aggregate number of shares of our common stock and Blackstone Holdings Partnership Units outstanding on the last day of the immediately preceding fiscal year (excluding Blackstone Holdings Partnership Units held by Blackstone Inc. or its wholly owned subsidiaries) minus (b) the aggregate number of shares of our common stock and Blackstone Holdings Partnership Units covered by the 2007 Equity Incentive Plan as of such date (unless the administrator of the 2007 Equity Incentive Plan should decide to increase the number of shares of our common stock and Blackstone Holdings Partnership Units covered by the plan by a lesser amount). As of January 1, 2023, pursuant to this formula, 172,161,191 shares of common stock, which is equal to 0.15 times the number of shares of our common stock and Blackstone Holdings Partnership Units outstanding on December 31, 2022, were available for issuance under the 2007 Equity Incentive Plan. We have filed a registration statement and intend to file additional registration statements on Form S-8 under the Securities Act to register shares of common stock covered by the 2007 Equity Incentive Plan (including pursuant to automatic annual increases). Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, shares of common stock registered under such registration statement will be available for sale in the open market. |
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