¨
|
Rule 13d-1(b)
|
x
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Rule 13d-1(c)
|
¨
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Rule 13d-1(d)
|
*
|
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.
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CUSIP No. 292104106
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1.
|
Names of Reporting Persons
Qatar Investment Authority
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
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(a)
|
¨
|
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(b)
|
x
|
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3.
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SEC Use Only
|
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4.
|
Citizenship or Place of Organization
Qatar
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
||
6.
|
Shared Voting Power
15,530,086 (See Item 4)
|
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7.
|
Sole Dispositive Power
0
|
|||
8.
|
Shared Dispositive Power
29,610,854 (See Item 4)
|
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9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
29,610,854
|
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
18.8% (See Item 4)
|
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12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
CUSIP No. 292104106
|
||||
1.
|
Names of Reporting Persons
Q REIT Holding LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a)
|
¨
|
|||
(b)
|
x
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Citizenship or Place of Organization
Qatar
|
|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
||
6.
|
Shared Voting Power
0 (See Item 4)
|
|||
7.
|
Sole Dispositive Power
0
|
|||
8.
|
Shared Dispositive Power
0 (See Item 4)
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|||
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 (See Item 4)
|
|||
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
CUSIP No. 292104106
|
||||
1.
|
Names of Reporting Persons
Quark Holding LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
(a)
|
¨
|
|||
(b)
|
x
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Citizenship or Place of Organization
Qatar
|
|||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
||
6.
|
Shared Voting Power
15,530,086 (See Item 4)
|
|||
7.
|
Sole Dispositive Power
0
|
|||
8.
|
Shared Dispositive Power
29,610,854 (See Item 4)
|
|||
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
29,610,854
|
|||
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|||
11.
|
Percent of Class Represented by Amount in Row (9)
18.8% (See Item 4)
|
|||
12.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
Item 1(a).
|
|
Name of Issuer
Empire State Realty Trust, Inc.
|
Item 1(b). |
|
Address of Issuer’s Principal Executive Offices
Empire State Realty Trust, Inc.
111 West 33rd Street, 12th Floor
New York, NY 10120
|
Item 2(a). |
|
Name of Person(s) Filing
This Amendment No. 1 to Schedule 13G (“Amendment No. 1”) is being jointly filed by Q REIT Holding LLC, Quark Holding LLC and Qatar Investment Authority (each a “Reporting Person” and, collectively, the “Reporting Persons”), and amends the Schedule 13G (the “Original Schedule 13G”) filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2016.
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1 hereto, related to the joint filing of this Amendment No. 1 to the Original Schedule 13G, in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
|
Item 2(b). |
|
Address of Principal Business Office or, if none, Residence
The address of the principal business office of each Reporting Person is Ooredoo Tower, Diplomatic Area Street, West Bay, P.O. Box 23224, Doha, State of Qatar.
|
Item 2(c). |
|
Citizenship
Each of the Reporting Persons is organized under the laws of Qatar.
|
Item 2(d). |
|
Title of Class of Securities
Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”).
|
Item 2(e). |
|
CUSIP Number
292104106
|
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:
Not applicable. This Amendment No. 1 is filed pursuant to Rule 13d-1(c) under the Exchange Act.
|
|
Item 4. | Ownership. | |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
Ownership Information for Qatar Investment Authority and Quark Holding LLC |
(a)
|
Amount beneficially Owned: 29,610,854
|
(b)
|
Percent of Class: 18.8%
|
(c)
|
Number of shares as to which the person has:
|
|
(i) Sole power to vote or to direct the vote: 0
|
|
(ii) Shared power to vote or to direct the vote: 15,530,086
|
|
(iii) Sole power to dispose or to direct the disposition of: 0
|
|
(iv) Shared power to dispose or direct the disposition of: 29,610,854
|
Ownership Information for Q REIT Holding LLC*: |
(a)
|
Amount beneficially Owned: 0
|
(b)
|
Percent of Class: 0%
|
(c)
|
Number of shares as to which the person has:
|
|
(i) Sole power to vote or to direct the vote: 0
|
|
(ii) Shared power to vote or direct the vote: 0
|
|
(iii) Sole power to dispose or to direct the disposition of: 0
|
|
(iv) Shared power to dispose or to direct the disposition of: 0
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof a Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
Qatar Investment Authority o
Q REIT Holding LLC þ
Quark Holding LLC o
|
|
Item 6.
|
Ownership of More than Five Percent 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 the Group.
|
Not applicable.
|
|
Item 10.
|
Certifications.
|
|
By: |
QATAR INVESTMENT AUTHORITY
/s/ Ian Kellow
|
|
Name: Ian Kellow
Title: Head of Compliance
|
By: |
Q REIT HOLDING LLC
|
|
Name: Ian Kellow
Title: Head of Compliance
|
By: |
QUARK HOLDING LLC
|
|
Name: Ian Kellow
Title: Head of Compliance
|
Exhibit
|
Description of Exhibit
|
99.1
|
Joint Filing Agreement dated as September 26, 2017.
|
By: |
QATAR INVESTMENT AUTHORITY
/s/ Dr. Tariq Alsabbagh
|
|
Name: Dr. Tariq Alsabbagh
Title: General Counsel
|
By: |
Q REIT HOLDING LLC
|
|
Name: Ahmad Al Khanji
Title: Director
|
By: |
QUARK HOLDING LLC
|
|
Name: Ahmad Al Khanji
Title: Director
|