| Item 1. | |
| (a) | Name of issuer:
Blackstone Mortgage Trust, Inc. |
| (b) | Address of issuer's principal executive offices:
345 Park Avenue, 24th Floor, New York, NY 10154 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
(i) Blackstone Inc.
(ii) Blackstone Group Management L.L.C.
(iii) Stephen A. Schwarzman
This Schedule 13G relates to the shares of Class A Common Stock, par value $0.01 per share (the "Common Stock") of Blackstone Mortgage Trust, Inc. (the "Issuer") beneficially owned by the Reporting Persons. As of December 31, 2024, BXMT Advisors L.L.C. (the "Manager"), an indirect subsidiary of Blackstone Inc. and the external manager of Issuer, directly holds 8,234,581 shares of Common Stock (including 1,320,898 restricted shares subject to vesting pursuant to the terms of the Issuer's applicable management incentive plans), Mr. Schwarzman directly holds 380,680 shares of Common Stock (including 103,946 restricted shares subject to vesting pursuant to the terms of the Issuer's applicable stock incentive plans), and Blackstone Inc. may be deemed to indirectly beneficially own an additional 366,911 shares of Common Stock held in a separately managed account over which it may be deemed to have indirect voting and dispositive power.
The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone Inc.'s senior managing directors and controlled by its founder, Stephen A. Schwarzman. The Manager is an indirect subsidiary of Blackstone Inc.
Each of Blackstone Inc., Blackstone Group Management L.L.C. and Mr. Schwarzman may be deemed to beneficially own the shares of Common Stock beneficially owned by the Manager and Blackstone Inc., but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Mr. Schwarzman to the extent he directly holds shares of Common Stock reported on this Schedule 13G) is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o Blackstone Inc.,
345 Park Avenue, New York, NY 10154. |
| (c) | Citizenship:
See Item 4 of each cover page. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
09257W100 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (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);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of December 31, 2024, the Manager, an indirect subsidiary of Blackstone Inc., directly holds 8,234,581 shares of Common Stock (including 1,320,898 restricted shares subject to vesting pursuant to the terms of the Issuer's applicable management incentive plans), Mr. Schwarzman directly holds 380,680 shares of Common Stock (including 103,946 restricted shares subject to vesting pursuant to the terms of the Issuer's applicable stock incentive plans), and Blackstone Inc. may be deemed to indirectly beneficially own an additional 366,911 shares of Common Stock held in a separately managed account over which it may be deemed to have indirect voting and dispositive power.
Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person's cover page. |
| (b) | Percent of class:
As of December 31, 2024, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page. Calculation of the percentage of Common Stock of the Issuer beneficially owned is based on 172,988,799 shares of Common Stock outstanding as of October 16, 2024, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on October 23, 2024. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
(i) See each cover page hereof.
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| | (ii) Shared power to vote or to direct the vote:
(ii) See each cover page hereof.
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| | (iii) Sole power to dispose or to direct the disposition of:
(iii) See each cover page hereof.
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| | (iv) Shared power to dispose or to direct the disposition of:
(iv) See each cover page hereof.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)