FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  	OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5	
                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

BMA V L.L.C.	2. Issuer Name and Ticker or Trading Symbol

Hilton Worldwide Holdings Inc. [ HLT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE,	3. Date of Earliest Transaction (MM/DD/YYYY)

6/27/2014		
(Street)

NEW YORK, NY 10154
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock  	6/27/2014  	 	S	  	100349090  	D	$21.9375   (1)	629235083  	I  	See Footnotes   (2) (10) (11) (12) (13) (14)	
Common Stock  	6/27/2014  	 	S	  	3150910  	D	$21.9375   (1)	19757661  	I  	See Footnotes   (3) (10) (11) (12) (13) (14)	
Common Stock  	6/30/2014  	 	J (4) (5)	  	59105908  	D	  (4) (5)	569104195   (4) (5)	I  	See Footnotes   (10) (11) (12) (13) (14)	
Common Stock  	 	 	 	  	 	 	 	1024980   (4) (5)	I  	See Footnotes   (6) (10) (11) (12) (13) (14)	
Common Stock  	 	 	 	  	 	 	 	337022   (4) (5)	I  	See Footnotes   (7) (10) (11) (12) (13) (14)	
Common Stock  	 	 	 	  	 	 	 	56769077   (4) (5)	I  	See Footnotes   (8) (10) (11) (12) (13) (14)	
Common Stock  	 	 	 	  	 	 	 	1999809   (4) (5)	I  	See Footnotes   (9) (10) (11) (12) (13) (14)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					

Explanation of Responses:	
(  1) 	This amount represents the $22.50 public offering price per share of Common Stock, par value $0.01 per share ("Common Stock"), of Hilton Worldwide Holdings Inc. (the "Issuer"), less the underwriting discount of $0.5625 per share of Common Stock.	
(  2) 	Reflects shares of Common Stock directly held by HLT Holdco LLC (formerly known as Hilton Hotels Holdings LLC). The sole member of HLT Holdco LLC is BH Hotels Holdco LLC ("BH Hotels"). Following the Reorganization described in footnote (4) below, a portion of such shares of Common Stock are directly held by HLT Holdco II LLC, HLT Holdco III LLC and the Reorganization Funds.	
(  3) 	Reflects shares of Common Stock directly held by Blackstone A23 Holdings LLC.	
(  4) 	Pursuant to a reorganization (the "Reorganization"), a portion of shares of Common Stock that were previously directly held by HLT Holdco LLC were transferred to HLT BREH Intl II Holdco LLC, HLT BREP VI.TE.2 Holdco LLC and HLT BREH VI Holdco LLC (the "Reorganization Funds"), each an indirect subsidiary of Blackstone Holdings III L.P. Also pursuant to the Reorganization, HLT Holdco LLC contributed a portion of additional shares of Common Stock then held by it to a wholly-owned entity, HLT Holdco II LLC, which then further contributed a portion of such shares of Common Stock to HLT Holdco III LLC, an entity wholly-owned by HLT Holdco II LLC. After the Reorganization, HLT Holdco LLC directly holds 1,024,980 shares of Common Stock and indirectly beneficially owns 569,104,195 shares of Common Stock through its interests in HLT Holdco II LLC and HLT Holdco III LLC.	
(  5) 	(Continued From Footnote 4) The sole member of HLT Holdco LLC is BH Hotels. HLT Holdco II LLC, HLT Holdco III LLC, the Reorganization Funds and certain affiliates of The Blackstone Group L.P. that may be deemed to beneficially own all or a portion of the shares beneficially owned by the Reorganization Funds are filing separate Forms 3.	
(  6) 	Reflects shares of Common Stock directly held by HLT Holdco LLC after the Reorganization.	
(  7) 	Reflects shares of Common Stock indirectly beneficially owned by Blackstone Holdings III L.P. through its interests in HLT BREH Intl II Holdco LLC following the Reorganization. Such shares of Common Stock were previously indirectly beneficially owned by Blackstone Holdings III L.P. through its indirect interest in HLT Holdco LLC.	
(  8) 	Reflects shares of Common Stock indirectly beneficially owned by Blackstone Real Estate Associates VI L.P. through its interests in HLT BREP VI.TE.2 Holdco LLC following the Reorganization. Such shares of Common Stock were previously indirectly beneficially owned by Blackstone Real Estate Associates VI L.P. through its indirect interest in HLT Holdco LLC.	
(  9) 	Reflects shares of Common Stock indirectly beneficially owned by Blackstone Holdings III L.P. through its interests in the HLT BREH VI Holdco LLC following the Reorganization. Such shares of Common Stock were previously indirectly beneficially owned by Blackstone Holdings III L.P. through its indirect interest in HLT Holdco LLC.	
(  10) 	The managing members of each of BH Hotels and Blackstone A23 Holdings LLC are Blackstone Real Estate Partners VI L.P. and Blackstone Capital Partners V L.P. The general partner of Blackstone Capital Partners V L.P. is Blackstone Management Associates V L.L.C. The sole member of Blackstone Management Associates V L.L.C is BMA V L.L.C. The general partner of Blackstone Real Estate Partners VI L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The sole member of each of BREA VI L.L.C. and BMA V L.L.C. is Blackstone Holdings III L.P.	
(  11) 	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, Steven A. Schwarzman.	
(  12) 	Due to the limitations of the electronic filing system Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C., and Mr. Schwarzman are filing a separate Form 4.	
(  13) 	Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.	
(  14) 	Each of the Reporting Persons (other than each of HLT Holdco LLC and Blackstone A23 Holdings LLC to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by each of HLT Holdco II LLC, HLT Holdco III LLC, HLT BREH Intl II Holdco LLC, HLT BREP VI.TE.2 Holdco LLC and HLT BREH VI Holdco LLC, HLT Holdco LLC and Blackstone A23 Holdings LLC, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than HLT Holdco LLC and Blackstone A23 Holdings LLC to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
BMA V L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			
HLT Holdco LLC
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			
Blackstone A23 Holdings LLC
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			
BH Hotels Holdco LLC
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			
BLACKSTONE REAL ESTATE PARTNERS VI L P
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			
Blackstone Real Estate Associates VI L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			
BREA VI L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			
BLACKSTONE CAPITAL PARTNERS V L P
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			
Blackstone Management Associates V L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154		X			

Signatures		
HLT Holdco LLC, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date
	
BLACKSTONE A23 HOLDINGS LLC, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date
	
BH HOTELS HOLDCO LLC, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date
	
BLACKSTONE REAL ESTATE PARTNERS VI L.P., By: Blackstone Real Estate Associates VI L.P., its general partner, By: BREA VI L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date
	
BLACKSTONE REAL ESTATE ASSOCIATES VI L.P., By: BREA VI L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date
	
BREA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date
	
BLACKSTONE CAPITAL PARTNERS V L.P., By: Blackstone Management Associates V, L.L.C., its general partner, By: BMA V, L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date
	
BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C., By: BMA V, L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date
	
BMA V L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		7/1/2014	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.