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Published: 2022-04-15 11:36:35 ET
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8-K
false 0001070750 0001070750 2022-04-15 2022-04-15

 

 

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 15, 2022

 

 

HOST HOTELS & RESORTS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-14625   53-0085950

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

4747 Bethesda Avenue, Suite 1300

Bethesda, Maryland

   20814
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (240) 744-1000

 

 

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:

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading

Symbol

  

Name of Each Exchange

on Which Registered

Common Stock, $.01 par value   HST   The Nasdaq Stock Market LLC

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 8.01.

Other Events

Host Hotels & Resorts, Inc. (the “Company”) has filed a prospectus supplement dated April 15, 2022 to the prospectus dated April 15, 2022 that is part of a Registration Statement on Form S-3 (Registration No. 333-264313) relating to the offer and sale from time to time of up to 18,064,506 shares of common stock, par value $0.01 per share, by the Company to holders which may receive such shares upon the tender of units of limited partnership interest in Host Hotels & Resorts, L.P. for redemption.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.		    Description
  5.1    Opinion of Venable LLP (relating to the offer and sale of up to 18,064,506 shares of common stock).
23.1    Consent of Venable LLP (included as part of Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date: April 15, 2022     By:  

/s/ Joseph C. Ottinger

    Name:   Joseph C. Ottinger
    Title:   Senior Vice President and Corporate Controller