UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Hilton
Grand Vacations Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
43283X105
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Ricardo
Davidovich, Esq.
Haynes and Boone, LLP
30
Rockefeller Plaza
26th Floor
New
York, NY 10112
(212) 835-4837
1. |
Names of Reporting Persons.
North Peak Capital Management, LLC
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
5,256,527 (1)
|
7. |
Sole Dispositive Power
852,389
|
8. |
Shared Dispositive Power
5,256,527 (1)
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,108,916 (1)
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
5.7% (2)
|
12. |
Type of Reporting Person (See Instructions)
OO, IA
|
(1) | Includes (1) 299,364 shares of
Common Stock held directly by North Peak Capital Partners, LP, (2) 2,803,650 shares of Common Stock held directly by North Peak Capital
Partners II, LP, (3) 1,090,356 shares of Common Stock held directly by North Peak Special Opportunity Partners II, LLC, (4) 1,011,463
shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (5) 51,694 shares of Common Stock held directly by North
Peak Capital Ultra Fund, LP. |
| |
(2) | Based upon 107,984,020 shares of Common Stock outstanding as of October
30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 that was
filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2023. |
1. |
Names of Reporting Persons.
North
Peak Capital GP, LLC
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
5,256,527 (1)
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
5,256,527 (1)
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,256,527 (1)
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
4.9% (2)
|
12. |
Type of Reporting Person (See Instructions)
OO
|
(1) | Includes (1) 299,364
shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 2,803,650 shares of Common Stock held directly by North
Peak Capital Partners II, LP, (3) 1,090,356 shares of Common Stock held directly by North Peak Special Opportunity Partners II, LLC,
(4) 1,011,463 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (5) 51,694 shares of Common Stock held directly
by North Peak Capital Ultra Fund, LP. |
(2) | Based upon 107,984,020 shares of Common Stock outstanding
as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2023 that was filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2023. |
1. |
Names of Reporting Persons.
North Peak Capital Partners, LP
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
299,364
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
299,364
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
299,364
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
0.3% (1)
|
12. |
Type of Reporting Person (See Instructions)
PN
|
(1) | Based upon 107,984,020 shares of Common Stock outstanding
as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2023 that was filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2023. |
1. |
Names of Reporting Persons.
North Peak Capital Partners II, LP
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
2,803,650
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
2,803,650
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,803,650
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
2.6% (1)
|
12. |
Type of Reporting Person (See Instructions)
PN
|
(1) | Based
upon 107,984,020 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 that was filed by the Issuer with the U.S. Securities and Exchange Commission
on November 6, 2023. |
1. |
Names of Reporting Persons.
North Peak Special Opportunity Partners II, LLC
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
1,090,356
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
1,090,356
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,356
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
1.0% (1)
|
12. |
Type of Reporting Person (See Instructions)
PN
|
(1) | Based
upon 107,984,020 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 that was filed by the Issuer with the U.S. Securities and Exchange Commission
on November 6, 2023. |
1. |
Names of Reporting Persons.
North Peak Capital Alpha Fund, LP
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
1,011,463
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
1,011,463
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,011,463
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
0.9% (1)
|
12. |
Type of Reporting Person (See Instructions)
PN
|
(1) | Based
upon 107,984,020 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 that was filed by the Issuer with the U.S. Securities and Exchange Commission
on November 6, 2023. |
1. |
Names of Reporting Persons.
North Peak Capital Ultra Fund, LP
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
51,694
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
51,694
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
51,694
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
Less than 0.1% (1)
|
12. |
Type of Reporting Person (See Instructions)
PN
|
(1) | Based
upon 107,984,020 shares of Common Stock outstanding as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2023 that was filed by the Issuer with the U.S. Securities and Exchange Commission
on November 6, 2023. |
1. |
Names of Reporting Persons.
Michael Kevin Kahan
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
5,256,527 (1)
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
5,256,527 (1)
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,256,527 (1)
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
4.9% (2)
|
12. |
Type of Reporting Person (See Instructions)
IN, HC
|
(1) | Includes (1) 299,364
shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 2,803,650 shares of Common Stock held directly by North
Peak Capital Partners II, LP, (3) 1,090,356 shares of Common Stock held directly by North Peak Special Opportunity Partners II, LLC,
(4) 1,011,463 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (5) 51,694 shares of Common Stock held directly
by North Peak Capital Ultra Fund, LP. |
(2) | Based upon 107,984,020 shares of Common Stock outstanding
as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2023 that was filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2023. |
1. |
Names of Reporting Persons.
Jeremy Steven Kahan
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0
|
6. |
Shared Voting Power
5,256,527 (1)
|
7. |
Sole Dispositive Power
0
|
8. |
Shared Dispositive Power
5,256,527 (1)
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,256,527 (1)
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11. |
Percent of Class Represented by Amount in Row (9)
4.9% (2)
|
12. |
Type of Reporting Person (See Instructions)
IN, HC
|
(1) | Includes (1) 299,364
shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 2,803,650 shares of Common Stock held directly by North
Peak Capital Partners II, LP, (3) 1,090,356 shares of Common Stock held directly by North Peak Special Opportunity Partners II, LLC,
(4) 1,011,463 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (5) 51,694 shares of Common Stock held directly
by North Peak Capital Ultra Fund, LP. |
(2) | Based upon 107,984,020 shares of Common Stock outstanding
as of October 30, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2023 that was filed by the Issuer with the U.S. Securities and Exchange Commission on November 6, 2023. |
Item 1.
(a) Name
of Issuer
Hilton
Grand Vacations Inc. (the “Issuer”)
(b) Address
of Issuer’s Principal Executive Offices
6355
Metrowest Boulevard, Suite 180
Orlando,
FL 32835
Item
2.
(a) Name
of Person Filing
This
statement is jointly filed by and on behalf of each of North Peak Capital Management, LLC, a Delaware limited liability company (“North
Peak Management”), North Peak Capital GP, LLC, a Delaware limited liability company (“North Peak GP”),
North Peak Capital Partners, LP, a Delaware limited partnership (“Fund I”), North Peak Capital Partners II,
LP, a Delaware limited partnership (“Fund II”), North Peak Special Opportunity Partners II, LLC, a Delaware
limited liability company (“NPSOP II”), North Peak Capital Alpha Fund, LP, a Delaware limited partnership (“Alpha
Fund”), North Peak Capital Ultra Fund, LP, a Delaware limited partnership (“Ultra Fund”), Jeremy
S. Kahan and Michael K. Kahan (each, a “Reporting Person” and collectively, the “Reporting Persons”).
North Peak Management is the investment manager of, and may be deemed to indirectly beneficially
own securities owned by, each of Fund I, Fund II, NPSOP II, Alpha Fund and Ultra Fund. North Peak Management is investment adviser to
a separately managed account of an advisory client and may be deemed to beneficially own securities directly in such separately managed
account, but North Peak Management does not have any voting authority with respect to any securities in such separately managed account.
North Peak GP is the general partner of, and may be deemed to indirectly beneficially own securities owned by, each of Fund I, Fund II,
NPSOP II, Alpha Fund and Ultra Fund. Messrs. Kahan are the co-managers of, and each may be deemed to indirectly beneficially own securities
beneficially owned by, each of North Peak Management and North Peak GP. Each Reporting Person disclaims beneficial ownership of the shares
of Common Stock held directly by the other Reporting Persons.
Each Reporting Person declares
that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the
purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with
respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons
declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is,
for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with
any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with
respect to the Issuer or any securities of the Issuer.
(b) Address
of Principal Business Office or, if none, Residence
The
address of the principal business office of each of the Reporting Persons is c/o North Peak Capital
Management, LLC, 405 Lexington Avenue, Suite 5001, New York, NY 10174.
(c) Citizenship
See
Item 4 on the cover page(s) hereto.
(d) Title
of Class of Securities
Common
Stock, par value $0.01 per share (“Common Stock”).
(e) CUSIP
Number
43283X105
Item 3. If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is:
|
(a) |
☐ |
A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
|
|
|
|
|
(b) |
☐ |
A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(c) |
☐ |
An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
|
|
(d) |
☐ |
An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
|
|
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
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|
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
☐ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
_______________
Item 4. Ownership
(a) Amount
beneficially owned: See Item 9 on the cover page(s) hereto.
(b) Percent
of class: See Item 11 on the cover page(s) hereto.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
(ii) Shared
power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
(iii) Sole
power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
(iv) Shared
power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
Item 5. Ownership of 5% or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of More than 5% on Behalf of Another Person
Not
Applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person
Not
Applicable.
Item 8. Identification and Classification of Members of the Group
Not
Applicable.
Item 9. Notice of Dissolution of Group
Not
Applicable.
Item 10. Certifications
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely
in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: February 13, 2024 |
North Peak Capital Management, LLC |
|
|
|
|
By: |
/s/ Jeremy Kahan |
|
Name: |
Jeremy Kahan |
|
Title: |
Managing Member |
|
|
|
|
North Peak Capital gp, LLC |
|
|
|
|
By: |
/s/ Jeremy Kahan |
|
Name: |
Jeremy Kahan |
|
Title: |
Manager |
|
|
|
|
NORTH PEAK CAPITAL PARTNERS, LP |
|
|
|
|
By: |
North Peak Capital GP, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
/s/ Jeremy Kahan |
|
Name: |
Jeremy Kahan |
|
Title: |
Manager |
|
|
|
|
NORTH PEAK CAPITAL PARTNERS II, LP |
|
|
|
|
By: |
North Peak Capital GP, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
/s/ Jeremy Kahan |
|
Name: |
Jeremy Kahan |
|
Title: |
Manager |
|
|
|
|
NORTH PEAK SPECIAL OPPORTUNITY |
|
PARTNERS II, LLC |
|
|
|
|
By: |
North Peak Capital GP, LLC |
|
Its: |
Managing Member |
|
|
|
|
By: |
/s/ Jeremy Kahan |
|
Name: |
Jeremy Kahan |
|
Title: |
Manager |
|
|
|
|
North Peak Capital Alpha Fund, LP |
|
|
|
|
By: |
North Peak Capital GP, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
/s/ Jeremy Kahan |
|
Name: |
Jeremy Kahan |
|
Title: |
Manager |
|
|
|
|
North Peak Capital Ultra Fund, LP |
|
|
|
|
By: |
North Peak Capital GP, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
/s/ Jeremy Kahan |
|
Name: |
Jeremy Kahan |
|
Title: |
Manager |
|
|
|
|
JEREMY KAHAN |
|
|
|
|
/s/ Jeremy Kahan |
|
|
|
|
MICHAEL KAHAN |
|
|
|
|
/s/ Michael Kahan |
EXHIBIT
INDEX
15
Hilton Grand Vacations (NYSE:HGV)
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부터 4월(4) 2024 으로 5월(5) 2024
Hilton Grand Vacations (NYSE:HGV)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024