filings.toolsItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
The following table sets forth information regarding the beneficial ownership of shares of our common stock as of March 30, 2017 held by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group. As of March 30, 2017, there were 310,376,634 shares of our common stock outstanding. Unless otherwise noted, the address of each beneficial owner is 1717 Main Street, Suite 2000, Dallas, Texas 75201.
| Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned | ||
| Blackstone(1) | 219,945,349 | 70.86 | % | |
| John B. Bartling Jr.(2) | — | * | ||
| Bryce Blair(2) | 777 | * | ||
| Nicholas C. Gould(2)(4) | 755,732 | * | ||
| Kenneth A. Caplan(3) | — | — | ||
| Jonathan D. Gray(3) | — | — | ||
| Robert G. Harper(3) | — | — | ||
| John B. Rhea(2) | — | — | ||
| David A. Roth(3) | — | — | ||
| John G. Schreiber(2) | — | — | ||
| Janice L. Sears(2)(5) | 5,000 | * | ||
| William J. Stein(3) | — | — | ||
| Ernest M. Freedman(2) | — | * | ||
| Dallas B. Tanner(2)(6) | 79,137 | * | ||
| All directors and executive officers as a group (16 persons)(2)(7) | 851,646 | * |
*Less than 1%.
| (1) | Amounts beneficially owned reflect 80,382,041 shares directly held by Invitation Homes Parent L.P., 43,797,131 shares directly held by Preeminent Parent L.P., 8,619,746 shares directly held by Invitation Homes 2-A L.P., 33,908,708 shares directly held by Invitation Homes 3 Parent L.P., 19,938,109 shares directly held by Invitation Homes 4 Parent L.P., 15,250,871 shares directly held by Invitation Homes 5 Parent L.P. and 18,048,743 shares directly held by Invitation Homes 6 Parent L.P. |
The general partner of Invitation Homes Parent L.P. is Invitation Homes GP Parent LLC. The sole member of Invitation Homes GP Parent LLC is THR Investor LLC. THR Investor LLC is owned by Blackstone Family Real Estate Partnership VII-SMD L.P., Blackstone Real Estate Holdings VII-NQ L.P., Blackstone Real Estate Holdings VII-NQ-ESC L.P., Blackstone Real Estate Partners VII-NQ L.P., Blackstone Real Estate Partners VII.F-NQ (AV) L.P., Blackstone Real Estate Partners VII.TE.1-NQ L.P., Blackstone Real Estate Partners VII.TE.2-NQ L.P., Blackstone Real Estate Partners VII.TE.3-NQ L.P., Blackstone Real Estate Partners VII.TE.4-NQ L.P., Blackstone Real Estate Partners VII.TE.5-NQ L.P., Blackstone Real Estate Partners VII.TE.6-NQ L.P., Blackstone Real Estate Partners VII.TE.7-NQ L.P. and Blackstone Real Estate Partners VII.TE.8-NQ L.P. The general partner of Blackstone Family Real Estate Partnership VII-SMD L.P. is Blackstone Family GP L.L.C., which is, in turn, wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of Blackstone Real Estate Holdings VII-NQ L.P. and Blackstone Real Estate Holdings VII-NQ-ESC L.P. is BREP VII-NQ Side-by-Side GP L.L.C. The general partner of Blackstone Real Estate Partners VII-NQ L.P., Blackstone Real Estate Partners VII.F-NQ (AV) L.P., Blackstone Real Estate Partners VII.TE.1-NQ L.P., Blackstone Real Estate Partners VII.TE.2-NQ L.P., Blackstone Real Estate Partners VII.TE.3-NQ L.P., Blackstone Real Estate Partners VII.TE.4-NQ L.P., Blackstone Real Estate Partners VII.TE.5-NQ L.P., Blackstone Real Estate Partners VII.TE.6-NQ L.P., Blackstone Real Estate Partners VII.TE.7-NQ L.P.
and Blackstone Real Estate Partners VII.TE.8-NQ L.P. is Blackstone Real Estate Associates VII-NQ L.P. The general partner of Blackstone Real Estate Associates VII-NQ L.P. is BREA VII-NQ L.L.C. The managing member of BREA VII-NQ L.L.C. and the sole member of BREP VII-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P.
The general partner of Preeminent Parent L.P. and Invitation Homes 2-A L.P. is Invitation Homes 2 GP LLC. The sole member of Invitation Homes 2 GP LLC is IH2 Investor L.P. The general partner of IH2 Investor L.P. is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.
The general partner of Invitation Homes 3 Parent L.P. is Invitation Homes 3 GP Parent LLC. Invitation Homes 3 GP Parent LLC is owned by BREP IH3 Holdings LLC and BTO IH3 Holdings L.P.
The general partner of Invitation Homes 4 Parent L.P. is Invitation Homes 4 GP Parent LLC. Invitation Homes 4 GP Parent LLC is owned by BREP IH4 Holdings LLC and BTO IH3 Holdings L.P. The general partner of Invitation Homes 5 Parent L.P. is Invitation Homes 5 GP Parent LLC. The sole member of Invitation Homes 5 GP Parent LLC is BREP IH5 Holdings LLC. The general partner of Invitation Homes 6 Parent L.P. is Invitation Homes 6 GP Parent LLC. The sole member of Invitation Homes 6 GP Parent LLC is BREP IH6 Holdings LLC.
The managing member of BREP IH3 Holdings LLC, BREP IH4 Holdings LLC, BREP IH5 Holdings LLC and BREP IH6 Holdings LLC, is Blackstone Real Estate Partners VII L.P. The general partner of Blackstone Real Estate Partners VII L.P. is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.
The general partner of BTO IH3 Holdings L.P. is BTO IH3 Manager L.L.C. The managing member of BTO IH3 Manager L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P.
The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each of the Blackstone entities described in this footnote and Stephen A. Schwarzman (other than to the extent it or he directly holds securities as described herein) may be deemed to beneficially own the securities directly or indirectly controlled by such Blackstone entities or him, but each disclaims beneficial ownership of such shares. The address of each of Mr. Schwarzman and each of the other entities listed in this footnote is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.
From time to time, Blackstone may pledge, hypothecate or grant security interests in all or a portion of its common stock in connection with one or more margin loans or other borrowings. As of March 30, 2017, Blackstone had not pledged, hypothecated or granted security interests in any shares of our common stock it beneficially owns.
| (2) | Includes vested restricted stock units received in the IPO in connection with the conversion of Incentive Units held in the Promote Partnerships. For information about equity received in connection with the IPO over which the individuals listed in the table do not yet have beneficial ownership, see Part III. Item 11. “Executive Compensation.” |
| (3) | Messrs. Caplan, Gray, Harper, Roth and Stein are each employees of Blackstone, but each disclaims beneficial ownership of the shares beneficially owned by Blackstone. |
| (4) | Represents shares of common stock Mr. Gould received in the conversion of his Class A units held in the Promote Partnerships, 116,351 of which are held by a trust of which Mr. Gould serves as a trustee. |
| (5) | Represents shares of common stock Ms. Sears purchased under the directed share program in the IPO. These shares are held by a trust for the benefit of Ms. Sears’ family, for which she serves as trustee. |
| (6) | Represents shares of common stock Mr. Tanner received in the conversion of his Class A units held in the Promote Partnerships. |
| (7) | Includes an aggregate of 16,000 shares of common stock purchased under the directed share program in the IPO. |
Securities Authorized for Issuance Under Equity Compensation Plans
| As of December 31, 2016 | |||
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | |
| Equity compensation plans approved by stockholders | N/A | N/A | N/A |
| Equity compensation plans not approved by stockholders | N/A | N/A | N/A |
In connection with our IPO, in January 2017, our board of directors and our then sole voting stockholder adopted the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) under which 16,000,000 shares of common stock were reserved for issuance. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, common units of partnership interest or other classes of partnership units in our Operating Partnership and other stock-based and performance compensation awards to eligible employees, officers, directors, consultants and advisors of the Company. A description of the Omnibus Incentive Plan is included in our prospectus dated January 31, 2017, filed with the SEC pursuant to Rule 424(b) of the Securities Act on February 2, 2017.
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