UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~February 714, ~~2017~~2019

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
Delaware	0-25087	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)

~~6903~~Registrant’s ~~Rockledge~~telephone ~~Drive~~number, ~~Suite~~including ~~1500~~area code: (240) 744-1000

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.02. ~~Departure~~Unregistered ofSales ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Securities.

On ~~September~~February 1114, ~~2017~~2019, Host Hotels & Resorts, ~~Inc~~L.P. (~~the~~ “~~Company” or “~~Host ~~Hotels~~LP”), acquired the ~~general~~entity ~~partner~~that ofowns The 1 Hotel South Beach for the aggregate ~~Host~~consideration ~~Hotels &~~of ~~Resorts~~approximately $610 million, ~~L.P.~~including the issuance by Host LP to RL Capital Realty Associates LLC, ~~announced~~a ~~that~~Delaware ~~Gregory~~limited J.liability ~~Larson~~company, ~~will~~of beClass A ~~retiring~~Common ~~from~~Units ~~his~~with ~~position~~an asaggregate ~~Executive~~value ~~Vice~~of ~~President~~approximately $2.6 million and ~~Chief~~Class G ~~Financial~~Preferred ~~Officer~~Units ofwith ~~the~~an ~~Company~~aggregate ~~effective~~value inof ~~November~~approximately ~~2017~~$23. Mr4 million. In connection with the acquisition, Host ~~Larson~~LP ~~will~~issued ~~continue~~142,471 toClass A ~~work~~Common ~~with~~Units valued at $18.2539 per unit and 936,235 ~~the~~Class G ~~Company~~Preferred asUnits with a ~~senior~~per ~~advisor~~unit ~~reporting~~liquidation topreference ~~James~~of F$25.00. ~~Risoleo~~The Class G Preferred Units are not convertible into or exchangeable into any securities of Host LP or Hotels & Resorts, Inc., the ~~Company’s~~General ~~President~~Partner of Host LP (the “General Partner”). Under certain circumstances set forth in the Third Amended and ~~Chief~~Restated ~~Executive~~Agreement ~~Officer~~of ~~through~~Limited ~~July~~Partnership of Host LP, each Class 31A Common Unit is redeemable for cash or, ~~2018~~at the election of the General Partner, exchangeable for 1.021494 shares of the General Partner’s common stock.

The ~~Company~~Class A ~~announced~~Common ~~that~~Units ~~Michael~~and ~~D. Bluhm, age 48, will join~~ the ~~Company in November 2017 and serve as Executive Vice President and Chief Financial Officer. Mr.~~Class ~~Bluhm~~G ~~most~~Preferred ~~recently served as Managing Director, head of western region real estate and global head of lodging and leisure investment banking at Morgan Stanley, which he joined in December 2005. In these roles,~~Units ~~Mr. Bluhm~~were ~~was~~issued ~~responsible for providing capital raising and financial advisory services to companies~~ in ~~the~~a ~~lodging and real estate industries, including the Company. Throughout his career he has been directly involved in more than $150 billion of public and~~ private ~~debt,~~placement ~~equity~~pursuant ~~and~~to ~~equity~~Section 4(2) ~~linked offerings, as well as a range~~ of ~~merger, acquisition and restructuring assignments. Most recently, he advised on such notable transactions as~~ the ~~merger~~Securities ofAct ~~equals between Starwood Waypoint Homes and Invitation Homes, the sale~~ of ~~Fairmont~~1933, Raffles and Swissotels, the debt recapitalization and subsequent IPO of Hilton Hotels and Resorts and the acquisition and lease-back of Pinnacle Entertainment’s casinos by Gaming and Leisure Properties. Mr. Bluhm received an MBA and BA from Denver University. Morgan Stanley Bank, N.A. is currently a lender under the Company’s senior credit facility and Morgan Stanley & Co. LLC has acted as ~~an underwriter and co-manager for issuances of senior notes by Host Hotels & Resorts, L~~amended.P.

InItem ~~connection with his appointment as Executive Vice President and Chief Financial Officer, Mr~~3. ~~Bluhm’s annual compensation will consist of (i) an annual base salary of $560,000, (ii) a target annual cash incentive of $560,000 and (iii) long term incentives with a target value of $1,880,000~~03. ~~Mr. Bluhm~~Material ~~will~~Modification ~~be reimbursed for expenses associated with temporary housing and travel, up~~ to ~~$100,000.~~Rights ~~Mr. Bluhm will also receive a cash bonus~~ of ~~$450,000,~~Security ~~which will be payable 50% on his start date with the Company and 50% on the six-month anniversary of his start date~~Holders. In addition, to compensate him for foregone remuneration, he will receive a long term equity grant with a target value of $3,000,000 and vesting provisions consistent with the Company’s executive compensation program.

The ~~Company also announced that Nathan S. Tyrrell has been promoted to Executive Vice President and Chief Investment Officer~~designations, ~~effective September 11~~preferences, ~~2017. Nathan S. Tyrrell~~rights, ~~age 44~~powers, ~~served~~restrictions ~~most~~and ~~recently~~limitations asof ~~Host~~the ~~Hotels’~~newly ~~Executive~~issued ~~Vice President, Investments. From 2015 to 2017, Mr.~~Class ~~Tyrrell~~G ~~was~~Preferred aUnits ~~managing~~are ~~director~~governed inby ~~Host~~the ~~Hotels’~~Forty-Fifth ~~Investments~~Amendment ~~group,~~to ~~and~~Third ~~from~~Amended ~~2010~~and toRestated ~~2015,~~Agreement heof ~~served~~Limited asPartnership ~~Senior~~of ~~Vice~~Host ~~President~~LP, ~~Treasurer.~~dated ~~Mr.~~February ~~Tyrrell~~14, ~~led~~2019, ~~the~~which ~~Company’s~~provides ~~strategic~~that ~~planning~~each ~~efforts~~holder ~~and~~of ~~has~~Class G ~~been~~Preferred aUnits ~~member~~will ofbe ~~the~~entitled ~~investment~~to ~~committee~~receive ~~since~~when, ~~2012.~~as Heand ~~joined~~if ~~Host~~declared ~~Hotels~~by ~~in 2005 in~~ the ~~finance department~~General Partner, ~~working~~cash ondistributions ~~numerous~~at ~~transactions~~the ~~including~~rate ~~public~~of ~~offerings,~~5.0% ~~secured~~per ~~loans~~annum inof the U$25.~~S.,~~00 ~~Europe~~liquidation ~~and~~preference ~~Canada,~~per ~~and~~Class G ~~the~~Preferred ~~Company’s~~Unit ~~joint~~(which ~~venture~~is inequivalent ~~Asia. Prior~~ to ~~joining~~an ~~Host~~annual ~~Hotels,~~rate Mrof $1.25 per Class ~~Tyrrell~~G ~~worked~~Preferred inUnit). ~~finance~~Distributions ~~and development~~began atto ~~the~~accrue ~~Rouse~~daily ~~Company~~from February 14, a2019 ~~publicly~~and ~~traded~~are ~~REIT.~~payable Hequarterly ~~began~~in ~~his~~cash ~~career~~ in ~~investment~~arrears, ~~banking at Alex Brown~~when, ~~focusing~~as ~~on real estate~~ and ~~mergers~~if ~~and~~declared ~~acquisitions.~~by ~~Mr. Tyrrell~~the ~~received~~General anPartner, ~~MBA~~commencing ~~from~~on ~~Harvard~~April 15, ~~Business School and a BA from Harvard University~~2019.

InWhile ~~connection~~any ~~with~~Class G ~~his~~Preferred ~~promotion~~Units are outstanding, no full distributions may be authorized, declared or paid on any units which rank equally with or junior to ~~Executive~~the ~~Vice~~Class G ~~President~~Preferred ~~and~~Units ~~Chief~~unless ~~Investment~~full ~~Officer~~cumulative distributions have been or contemporaneously are authorized, ~~Mr.~~declared and paid or reserved for payment on the Class ~~Tyrrell’s annual~~G ~~compensation~~Preferred ~~will~~Units, ~~consist~~except offor certain distributions made in certain circumstances (i) anwhen ~~annual~~distributions ~~base~~on ~~salary~~the Class G Preferred Units are not permitted pursuant to any provisions regarding distributions contained in any agreement of ~~$530,000,~~Host LP or the General Partner and (ii) awhen ~~target~~distributions are ~~annual~~necessary ~~cash~~to ~~incentive~~maintain ofthe ~~$530,000~~General ~~and~~Partner’s status as a real estate investment trust (~~iii~~“REIT”) ~~long~~ ~~term~~or ~~incentives~~to ~~with~~preserve Host LP’s status as a ~~target~~partnership ~~value~~for offederal ~~$1,340,000~~income tax purposes.

AExcept ~~copy~~as ofdescribed ~~the~~above ~~Company’s~~regarding ~~press~~certain ~~release~~distributions ~~announcing~~permitted to maintain REIT or partnership status and when distributions on the ~~retirement~~Class G Preferred ~~Mr.~~Units are not permitted pursuant to other agreements, while any Class ~~Larson~~G Preferred Units are outstanding, ~~the~~unless ~~appointment~~cumulative ofdistributions ~~Mr. Bluhm~~have been paid or reserved for payment and ~~the~~all ~~promotion~~redemption ofrequests have been paid, no ~~Mr.~~distributions (other than distributions paid solely in certain junior units) may be authorized, declared or paid or reserved for payment on any units ranking equally with or junior to the Class ~~Tyrrell~~G isPreferred ~~attached~~Units, ~~hereto~~nor asmay ~~Exhibit~~any 99such units be redeemed, except, in certain instances for redemption or exchange for certain junior units or by the General Partner for shares of common stock and for certain distributions permitted to maintain REIT or partnership status.1.

~~Item~~In 9the event of any liquidation, dissolution or winding up of Host LP, before any payment or distribution of the assets of Host LP is made to or reserved for holders of certain junior units, holders of Class G Preferred Units are entitled to receive $25.0100 ~~Financial~~per ~~Statements~~Class G Preferred Unit, plus an amount equal to all distributions accumulated, accrued and ~~Exhibits~~unpaid to the date of payment. Until the holders of the Class G Preferred Units have been paid such amount, no payment or distribution may be made to holders of certain junior units upon the liquidation, dissolution or winding up of Host LP. If the assets of Host LP, or the proceeds thereof, distributable to the holders of the Class G Preferred Units are insufficient to pay holders of Class G Preferred Units and any class(es) of equally ranked units, then the assets or proceeds will be distributed ratably among the holders of the Class G Preferred Units and holders of units ranking equally. Subject to the rights of the holders of certain units ranking equally to the Class G Preferred Units, upon any liquidation, dissolution or winding up of Host LP, after payment to the holders of the Class G Preferred Units is made, holders of junior units, subject to any respective terms and provisions applying to such units, will be entitled to receive any remaining assets or proceeds.

~~(d)~~The ~~Exhibits~~information included in Item 3.02 above is also incorporated by reference into this Item 3.03.

ExhibitNo.		Description
99.1		Press Release, dated September 11, 2017.

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.

	HOST HOTELS & RESORTS, INC.
	HOST HOTELS & RESORTS, L.P. By: HOST HOTELS & RESORTS, INC. Its General Partner
Date: September 13, 2017	By:	/s/ BRIAN G. MACNAMARA
Date: February 19, 2019	By:	/s/ Brian G. Macnamara
	Name:	Brian G. Macnamara
		Brian G. Macnamara
	Title:	Senior Vice President, Corporate Controller
		Senior Vice President, Corporate Controller

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.

EXHIBIT INDEX

ExhibitNo.		Description
99.1		Press Release, dated September 11, 2017.

HOST HOTELS & RESORTS, L.P.

HOST HOTELS & RESORTS, INC., its general partner

Date: September 13, 2017

/s/ BRIAN G. MACNAMARA

Brian G. Macnamara

Senior Vice President, Corporate Controller

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