UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~April~~March 129, ~~2015~~2017

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact name of registrant as specified in its charter)

Maryland (Host Hotels & Resorts, Inc.)

Delaware (Host Hotels & Resorts, L.P.)

001-14625

0-25087

53-0085950

52-2095412

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland 20817

(Address of principal executive offices) (Zip Code)

(240) 744-1000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~April~~March 149, ~~2015~~2017, Host Hotels & Resorts, ~~Inc~~L.P. (~~the~~ “~~company” or “~~Host L.P.”), ~~the~~for ~~general~~whom ~~partner of~~ Host Hotels & Resorts, LInc.~~P.,~~ ~~announced~~acts ~~a leadership restructuring in its investment team. In connection with the restructuring, Struan Robertson will no longer serve~~ as ~~Chief~~sole ~~Investment Officer, effective April 15, 2015. Mr. Robertson,~~general ~~who has acted as Chief Investment Officer since January 2013 will remain with the company until May 1~~partner, ~~2015~~entered ~~reporting~~into toan ~~the~~underwriting ~~company’s Chief Executive Officer, W. Edward Walter. Contingent upon the execution of a release with a one-year non-competition~~ agreement with the company, Mr. Robertson will be entitled to benefits under Host’s Severance Plan for Executives for a termination without cause or a voluntary departure for good reason. On his departure date, Mr. Robertson will receive (~~i) a severance amount in cash of $1,089,150, which equals one times Mr. Robertson’s current annual base salary and one times~~ the ~~average~~“Underwriting ~~cash incentive bonus that was paid to him over the prior two years; and (ii~~Agreement”) ~~continued~~ ~~coverage~~with ~~for~~Deutsche ~~group~~Bank ~~medical,~~Securities ~~vision and dental benefits, for which the company shall pay the premium costs, for 18 months or until re-employment, whichever period is shorter~~Inc. ~~In addition~~, ~~under the restricted stock agreement and stock option agreement between Mr. Robertson and the company~~Goldman, ~~Mr.~~Sachs ~~Robertson~~& will vest in (i) 58,432 shares of common stock, which represents shares that would vest at the “target” level of performance in 2015 (50% of his 2015 award) and (ii) 28,902 options, which are all options granted for 2015Co. ~~Mr. Robertson will also receive distributions under Host’s Executive Deferred Compensation Plan in accordance with the terms of that plan~~ and ~~the value~~Wells ofFargo ~~any~~Securities, ~~accrued vacation pay~~LLC.

~~Item~~Under 7the Underwriting Agreement, Deutsche Bank Securities Inc.01, ~~Regulation~~Goldman, FDSachs & ~~Disclosure~~Co. and Wells Fargo Securities, LLC agreed to serve as representatives of the several underwriters named in the Underwriting Agreement in connection with the public offering by Host L.P. of $400 million aggregate principal amount of its 3.875% Senior Notes due 2024.

InThe ~~connection~~foregoing ~~with~~description ~~the~~of ~~restructuring,~~ the ~~company~~Underwriting ~~also announced~~Agreement ~~the~~does ~~following~~not ~~management~~purport ~~changes:~~to ~~James~~be F.complete ~~Risoleo, currently Executive Vice President~~ and ~~Managing~~is ~~Director~~qualified –in ~~Europe,~~its ~~has~~entirety ~~assumed~~by ~~managing~~the ~~director~~full ~~responsibilities~~text ~~for all West Coast investment activities; Nathan S. Tyrrell has become Managing Director~~ of ~~East~~the ~~Coast investment activities; and Jay Johnson has become Senior Vice President~~Underwriting Agreement, ~~Treasurer.~~which ~~Mr. Tyrrell~~is ~~has~~being ~~served~~filed as ~~Senior Vice President and Treasurer of the company since 2010. Mr.~~Exhibit ~~Risoleo and Mr~~1. ~~Tyrrell~~1 ~~will report directly~~ to ~~the~~this ~~company’s~~Current ~~Chief~~Report ~~Executive~~on ~~Officer, W. Edward Walter. Mr.~~Form ~~Johnson,~~8-K ~~who~~and ~~has~~is ~~served~~incorporated asherein ~~Vice~~by ~~President, Assistant Treasurer, will report to Gregory J~~reference. ~~Larson, the company’s Chief Financial Officer.~~

~~Host’s~~Item ~~press release describing these events is attached as Exhibit 99~~9.101. ~~hereto~~Financial Statements and ~~is incorporated by reference herein.~~ Exhibits

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated March 9, 2017, among Host Hotels & Resorts, L.P. and Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

ExhibitNo.		Description
99.1		Press Release, dated April 14, 2015.

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	HOST HOTELS & RESORTS, INC.
	(Registrant)

Date: March 9, 2017	By:	/s/ BRIAN G. MACNAMARA
		Brian G. Macnamara
		Senior Vice President and Corporate Controller

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	HOST HOTELS & RESORTS, L.P.
	(Registrant)

	By:	HOST HOTELS & RESORTS, INC.
		Its General Partner

Date: March 9, 2017	By:	/s/ BRIAN G. MACNAMARA
		Brian G. Macnamara
		Senior Vice President and Corporate Controller

EXHIBIT INDEX

EXHIBIT INDEX


Exhibit No.		Description

1.1		Underwriting Agreement, dated March 9, 2017, among Host Hotels & Resorts, L.P. and Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

ExhibitNo.		Description
99.1		Press Release, dated April 14, 2015.

HOST HOTELS & RESORTS, INC.

Date: April 16, 2015

/S/ BRIAN G. MACNAMARA

Brian G. Macnamara

Senior Vice President, Corporate Controller

Filing Compare · HOST HOTELS & RESORTS L.P.