Blackstone Group Inc (Form: S-8 POS, Received: 07/01/2019 10:09:55)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on July 1, 2019.

Registration Statement No. 333-230020

Registration Statement No. 333-223346

Registration Statement No. 333-216225

Registration Statement No. 333-209758

Registration Statement No. 333-202359

Registration Statement No. 333-194234

Registration Statement No. 333-186999

Registration Statement No. 333-179775

Registration Statement No. 333-172451

Registration Statement No. 333-165115

Registration Statement No. 333-157635

Registration Statement No. 333-143948

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE BLACKSTONE GROUP INC.

(Exact name of Registrant as specified in its charter)

Delaware

20-8875684

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

345 Park Avenue

New York, NY 10154

Telephone: (212) 583-5000

(Address, including zip code, and telephone number, including area code, of principal executive offices)

The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan

(Full Title of the Plan)

John G. Finley

Chief Legal Officer

The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

Telephone: (212) 583-5000

(Name and address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Joshua Ford Bonnie

Simpson Thacher & Bartlett LLP

900 G Street, NW

Washington, D.C. 20001

Telephone: (202) 636-5500

Facsimile: (202) 636-5502

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) does not reflect any increase in the number of shares issuable pursuant to The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (the “Amended Equity Plan”). This Amendment is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the “Securities Act”), by The Blackstone Group Inc., a Delaware corporation (“BX”), as the successor registrant to The Blackstone Group L.P., a Delaware limited partnership (“Blackstone LP”) and relates to the following Registration Statements of Blackstone LP, on Form S-8 (collectively, the “Registration Statements”) filed by Blackstone LP with the Securities and Exchange Commission (the “Commission”):

•

Registration Statement No. 333-230020, originally filed with the Commission on March 1, 2019, registering an additional 12,314,080 Common Units of Blackstone L.P. under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-223346, originally filed with the Commission on March 1, 2018, registering an additional 7,743,851 Common Units of Blackstone L.P. under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-216225, originally filed with the Commission on February 24, 2017, registering an additional 8,952,217 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-209758, originally filed with the Commission on February 26, 2016, registering an additional 33,943,141 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-202359, originally filed with the Commission on February 27, 2015, registering an additional 8,495,939 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-194234, originally filed with the Commission on February 28, 2014, registering an additional 13,297,044 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-186999, originally filed with the Commission on March 1, 2013, registering an additional 20,706,600 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-179775, originally filed with the Commission on February 28, 2012, registering an additional 13,499,542 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-172451, originally filed with the Commission on February 25, 2011, registering an additional 11,880,752 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-165115, originally filed with the Commission on March 1, 2010, registering an additional 9,556,468 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-157635, originally filed with the Commission on March 2, 2009, registering an additional 54,907,788 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan;

•

Registration Statement No. 333-143948, originally filed with the Commission on June 21, 2007, registering 163,000,000 Common Units of Blackstone LP under The Blackstone Group L.P. 2007 Equity Incentive Plan.

Effective at 12:01 a.m. (Eastern Time) on July 1, 2019, Blackstone LP converted from a Delaware limited partnership to a Delaware corporation (the “Conversion”). BX expressly adopts the Registration Statements, as modified by this Amendment, as its own registration statements for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For the purposes of this Amendment and the Registration Statements, (i) as of any time prior to the Conversion, references to “Blackstone,” “we,” “us,” “our” and similar terms mean Blackstone LP and its consolidated subsidiaries and, as of any time after the Conversion, BX and its consolidated subsidiaries, (ii) as of any time prior to the Conversion, references to “The Blackstone Group L.P.” and/or “the Partnership” mean Blackstone LP and its consolidated subsidiaries and, as of any time after the Conversion, if the context requires, references to “The Blackstone Group L.P.” and/or “the Partnership” are deleted and replaced with “The Blackstone Group Inc.” or “our company,” as applicable, which means BX and its consolidated subsidiaries, (iii) as of any time prior to the Conversion, references to “the general partner” mean Blackstone Group Management L.L.C., which acted as the general partner of Blackstone LP, and, as of any time after the Conversion, if the context requires, references to “the general partner” are deleted and replaced with “the Class C Stockholder” which means the holder of Class C common stock, par value $0.00001 per share, of BX, (iv) as of any time prior to the Conversion, references to “unitholders” mean the holders of any limited partnership interest in Blackstone LP, whether common or preferred, and, as of any time after the Conversion, if the context requires, references to “unitholders” are deleted and replaced with “stockholders” which means the holders of Class A common stock, par value $0.00001 per share, of BX and (v) as of any time prior to the Conversion, references to “Common Units” mean the common units representing limited partner interests in Blackstone LP and, as of any time after the Conversion, if the context requires, references to “Common Units” are deleted and replaced with “common stock” which means Class A common stock, par value $0.00001 per share, of BX.

The prospectus contained in each of the Registration Statements incorporates by reference all documents filed by Blackstone LP under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of such Registration Statement and will incorporate by reference all documents filed by BX under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act following the date of this Amendment. The prospectus contained in each of the Registration Statements, as well as all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the effective time of the Conversion and incorporated by reference in such Registration Statement, will not reflect the change in our name, type of legal entity or capital stock, among other things. With respect to such information, or any other information contained or incorporated by reference in each of the Registration Statements that is modified by information subsequently incorporated by reference in such Registration Statement, the statement or information previously contained or incorporated in such Registration Statement shall also be deemed modified or superseded in the same manner.

In connection with the Conversion, BX has amended and restated The Blackstone Group L.P. Amended and Restated 2007 Equity Incentive Plan by adopting the Amended Equity Plan. The Amended Equity Plan is filed as an exhibit to this Amendment and is hereby incorporated by reference into this Amendment.

The rights of holders of BX’s Class A common stock are now governed by its Delaware certificate of incorporation, its Delaware bylaws and the Delaware General Corporation Law, each of which is described in Amendment No. 1 to Blackstone’s Registration Statement on Form 8-A.

The Registration Statements shall remain unchanged in all other respects. Accordingly, this Amendment consists only of this explanatory note and revised versions of the following parts of the Form S-8: Part I, Part II, the signatures, the exhibit index and the exhibits filed in connection with this Amendment.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act. The documents containing the information specified in Part I will be delivered to the participants in the Amended Equity Plan covered by the Registration Statements, as is defined by this Amendment, as required by Rule 428(b)(1).

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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission by Blackstone pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

(a)

the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on March 1, 2019;

(b)

the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 9, 2019;

(c)

the Current Reports on Form 8-K, filed on April 2, 2019 (two reports) , April 11, 2019 , April 12, 2019 and July 1, 2019 ; and

(d)

the description of the Class A common stock, par value $0.0001 per share, of BX in Amendment No. 1 to Form 8-A, filed on July 1, 2019 .

All documents that Blackstone subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Amendment and prior to the filing of a post-effective amendment to the Registration Statements indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Amendment to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the Class A common stock will be passed upon for us by Simpson Thacher & Bartlett LLP, Washington, D.C. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitments of funds affiliated with Blackstone LP.

ITEM 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant is incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation—a “derivative action”), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

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Under the Registrant’s certificate of incorporation, in most circumstances the Registrant will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts: (a) Blackstone Group Management L.L.C. (“BML”) and any successor or permitted assign that owns the Class C common stock, par value 0.00001 per share, of the Registrant at the applicable time (the “Class C Stockholder”); (b) BML in its capacity as the former general partner of The Blackstone Group L.P. (the “Former General Partner”); (c) any person who is or was a controlling affiliate of the Class C Stockholder or the Former General Partner; (d) any person who is or was a director or officer of the Registrant, the Class C Stockholder or the Former General Partner; (e) any person in clause (d) who is or was serving at the request of the Registrant, the Class C Stockholder or the Former General Partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another Person (provided that a person shall not be an indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services); or (f) any person the Registrant in its sole discretion designates as an indemnitee as permitted by applicable law. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following:

•

any breach of the director’s duty of loyalty to the corporation or its stockholders;

•

any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and

•

any transaction from which the director derived an improper personal benefit.

The Registrant has agreed to provide this indemnification if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any alleged conduct resulting in a criminal proceeding against the indemnitee, such person had no reasonable cause to believe that such person’s conduct was unlawful. Any indemnification under these provisions will only be out of the Registrant’s assets. Unless it otherwise agrees, the Class C Stockholder will not be liable for, or have any obligation to contribute or loan any monies or property to the Registrant to enable the Registrant to effectuate, indemnification. The Registrant may purchase (or reimburse the Class C Stockholder or its affiliates for the cost of) insurance against liabilities asserted against and expenses incurred by persons in connection with its activities, regardless of whether the Registrant would have the power to indemnify the person against liabilities under the Registrant’s certificate of incorporation.

The Registrant currently maintains liability insurance for its directors and officers. Such insurance would be available to the Registrant’s directors and officers in accordance with its terms.

ITEM 8.

EXHIBITS.

The following exhibits are filed or incorporated by reference as part of this Registration Statement:


Exhibit Number		Description of Document

4.1		Certificate of Conversion of The Blackstone Group L.P. (incorporated by reference to Exhibit 3.1 of The Blackstone Group Inc.’s Current Report on Form 8-K filed on July 1, 2019 ).

4.2		Certificate of Incorporation of The Blackstone Group Inc. (incorporated by reference to Exhibit 3.2 of The Blackstone Group Inc.’s Current Report on Form 8-K filed on July 1, 2019 ).

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4.3		Bylaws of The Blackstone Group Inc. (incorporated by reference to Exhibit 3.3 of The Blackstone Group Inc.’s Current Report on Form 8-K filed on July 1, 2019 ).

4.4		The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan.*

5.1		Opinion of Simpson Thacher & Bartlett LLP.*

23.1		Consent of Deloitte & Touche LLP.*

23.2		Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).

24.1		Power of Attorney (included in the signature page to this Amendment).

*	Filed herewith.

ITEM 9.

UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(a)

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however , that Paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(b)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on July 1, 2019.


The Blackstone Group Inc.

By:		/s/ Michael S. Chae
		Name: Michael S. Chae
		Title: Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Post-Effective Amendment No. 1 (this “Amendment”) to the following Registration Statements on Form S-8 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933:

•

Registration Statement No. 333-230020;

•

Registration Statement No. 333-223346;

•

Registration Statement No. 333-216225;

•

Registration Statement No. 333-209758;

•

Registration Statement No. 333-202359;

•

Registration Statement No. 333-194234;

•

Registration Statement No. 333-186999;

•

Registration Statement No. 333-179775;

•

Registration Statement No. 333-172451;

•

Registration Statement No. 333-165115;

•

Registration Statement No. 333-157635; and

•

Registration Statement No. 333-143948,

hereby constitute and appoint Stephen A. Schwarzman, Jonathan D. Gray, Hamilton E. James, Michael S. Chae and John G. Finley, and each of them, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such Amendment and any or all amendments, including post-effective amendments to the Amendment, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed below by the following persons in the capacities indicated on the 1st day of July, 2019.


Signature	Title	Date
/s/ Stephen A. Schwarzman	Chairman and Chief Executive	July 1, 2019
Stephen A. Schwarzman	Officer and Director (Principal Executive Officer)	July 1, 2019

/s/ Bennett J. Goodman	Director	July 1, 2019
Bennett J. Goodman		July 1, 2019

/s/ Jonathan D. Gray	Director	July 1, 2019
Jonathan D. Gray

/s/ Hamilton E. James	Director	July 1, 2019
Hamilton E. James

/s/ James W. Breyer	Director	July 1, 2019
James W. Breyer

/s/ John A. Hood	Director	July 1, 2019
John A. Hood

/s/ Rochelle B. Lazarus	Director	July 1, 2019
Rochelle B. Lazarus

/s/ Jay O. Light	Director	July 1, 2019
Jay O. Light

/s/ Brian Mulroney	Director	July 1, 2019
Brian Mulroney

/s/ William G. Parrett	Director	July 1, 2019
William G. Parrett

/s/ Kelly Ann Ayotte	Director	July 1, 2019
Kelly Ann Ayotte

/s/ Michael S. Chae	Chief Financial Officer	July 1, 2019
Michael S. Chae	(Principal Financial Officer)

/s/ Christopher Striano	Principal Accounting Officer	July 1, 2019
Christopher Striano	Principal Accounting Officer

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Exhibit 4.4

THE BLACKSTONE GROUP INC.

AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

1.	Purpose of the Plan

The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (as amended through July 1, 2019) (the “ Plan ”) is designed to promote the long term financial interests and growth of The Blackstone Group Inc., a Delaware corporation (the “ Company ”), and its Affiliates by (i) attracting and retaining senior managing directors, employees, non-employee directors, consultants and other service providers of the Company or any of its Affiliates and (ii) aligning the interests of such individuals with those of the Company and its Affiliates by providing them with equity-based awards based on the shares of Common Stock (as defined below) of the Company or the partnership units (the “ Blackstone Holdings Partnership Units ”) of Blackstone Holdings (as defined below).

2.	Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Act : The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b) Administrator : The Compensation Committee of the Board, or such subcommittee thereof or, if the Compensation Committee shall so determine, the Board or such other committee thereof, to whom authority to administer the Plan has been delegated pursuant to Section 4 hereof.

(c) Affiliate : With respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term “ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

(d) Award : Individually or collectively, any Option, Share Appreciation Right, or Other Share-Based Awards based on or relating to the shares of Common Stock or Blackstone Holdings Partnership Units issuable under the Plan.

(e) Beneficial Owner : A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).

(f) Blackstone Holdings : The collective reference to all of the Blackstone Holdings Partnerships.

(g) Blackstone Holdings Partnerships : Each of Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P.

(h) Blackstone Holdings Partnership Units : Each “Blackstone Holdings Partnership Unit” shall consist of one partnership unit in each of the four Blackstone Holdings Partnerships.

(i) Board : The board of directors of the Company.

(j) Change in Control : The occurrence of any Person, other than a Person approved by Blackstone Group Management L.L.C., becoming the holder of the outstanding Class C common stock of the Company.

(k) Code : The Internal Revenue Code of 1986, as amended, or any successor thereto.

(l) Common Stock : The Class A common stock, par value $0.00001 per share, of the Company.

(m) Company : The Blackstone Group Inc., a Delaware corporation.

(n) Disability : The term “Disability” shall have the meaning as provided under Section 409A(a)(2)(C)(i) of the Code. Notwithstanding the foregoing or any other provision of this Plan, the definition of Disability (or any analogous term) in an Award agreement shall supersede the foregoing definition; provided, however, that if no definition of Disability or any analogous term is set forth in such agreement, the foregoing definition shall apply.

(o) Effective Date : August 10, 2014.

(p) Employment : The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant or partner, if the Participant is consultant to, partner of, or other service provider for the Company or of any of its Affiliates, and (iii) a Participant’s services as an non-employee director, if the Participant is a non-employee member of the Board.

(q) Fair Market Value : Of a Share on any given date means (i) the closing sale price per Share on the New York Stock Exchange on that date (or, if no closing sale price is reported, the last reported sale price), (ii) if Shares are not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in composite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Act on which the Shares are listed, (iii) if the Shares are not so listed on a national securities exchange, the last quoted bid price for Shares on that date in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization, or (iv) if Shares are not so quoted by OTC Markets Group Inc. or a similar organization, the average of the mid-point of the last bid and ask prices for Shares on that date from a nationally recognized independent investment banking firm selected by the Administrator for this purpose.

(r) Option : An option to purchase Shares granted pursuant to Section 6 of the Plan.

(s) Option Price : The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(t) Other Share-Based Awards : Awards granted pursuant to Section 8 of the Plan.

(u) Participant : A senior managing director, other employee, consultant, partner, director or other service provider of the Company or of any of its Affiliates who is selected by the Administrator to participate in the Plan.

(v) Performance-Based Awards : Certain Other Share-Based Awards granted pursuant to Section 8(b) of the Plan.

(w) Person : A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto).

(x) Share Appreciation Right : A share appreciation right granted pursuant to Section 7 of the Plan.

(y) Shares : Common Stock or Blackstone Holdings Partnership Units which are issued or may be issued under the Plan.

3.	Shares Subject to the Plan

Subject to Section 9 hereof, the total number of Shares which may be issued under the Plan shall be 163,000,000, of which all or any portion may be issued as shares of Common Stock or Blackstone Holdings Partnership Units. Notwithstanding the foregoing, the total number of Shares subject to the Plan shall be increased on the first day of each fiscal year beginning in calendar year 2008 by a number of Shares equal to the positive difference, if any, of (x) 15% of the aggregate number of shares of Common Stock and Blackstone Holdings Partnership Units outstanding on the last day of the immediately preceding fiscal year (excluding Blackstone Holdings Partnership Units held by the Company or its wholly-owned subsidiaries) minus (y) the aggregate number of shares of Common Stock and Blackstone Holdings Partnership Units covered by the Plan, unless the Administrator should decide to increase the number of shares of Common Stock and Blackstone Holdings Partnership Units covered by the Plan by a lesser amount on any such date. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards which terminate or lapse without the payment of consideration may be granted again under the Plan. Unless the Administrator shall otherwise determine, shares of Common Stock delivered by the Company or its Affiliates upon exchange of Blackstone Holdings Partnership Units that have been issued under the Plan shall be issued under the Plan.

4.	Administration

The Plan shall be administered by the Administrator. Additionally, the Administrator may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or of any Affiliate of the Company; provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. Awards may, in the discretion of the Administrator, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company, any Affiliate of the Company or any entity acquired by the Company or with which the

Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Administrator is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Administrator deems necessary or desirable. Any decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Administrator shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Administrator shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award. Unless the Administrator specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having Shares withheld by the Company from any Shares that would have otherwise been received by the Participant.

5.	Limitations

No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

6.	Terms and Conditions of Options

Options granted under the Plan shall be non-qualified options for federal income tax purposes, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Administrator shall determine:

(a) Option Price . The Option Price per Share shall be determined by the Administrator; provided that the Option Price per Share shall not be less than the Fair Market Value of a Share on the applicable date the Option is granted unless the Participant is not subject to Section 409A of the Code or the Option is otherwise designed to be compliant with Section 409A of the Code.

(b) Exercisability . Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Administrator, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c) Exercise of Options . Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company, and in the manner designated by the Administrator, pursuant to one or

more of the following methods: (i) in cash or its equivalent (e.g., by personal check), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Administrator, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased, or (v) to the extent permitted by the Administrator, through net settlement in Shares. Unless otherwise provided in an Award agreement, no Participant shall have any rights to distributions or other rights of a holder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Administrator pursuant to the Plan.

(d) Attestation . Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Administrator, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and/or shall withhold such number of Shares from the Shares acquired by the exercise of the Option, as appropriate.

(e) Service Recipient Stock . No Option may be granted to a Participant subject to Section 409A of the Code unless (i) the Shares constitute “service recipient stock” with respect to such Participant (as defined in Section 1.409A-1(b)(5)(iii)) or (ii) the Option is otherwise designed to be compliant with Section 409A of the Code.

7.	Terms and Conditions of Share Appreciation Rights

(a) Grants . The Administrator may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Administrator may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement).

(b) Terms . The exercise price per Share of a Share Appreciation Right shall be an amount determined by the Administrator; provided , however , that (z) the exercise price per Share shall not be less than the Fair Market Value of a Share on the applicable date the Share Appreciation Right is granted unless the Participant is not subject to Section 409A of the Code or the Share Appreciation Right is otherwise designed to be compliant with Section 409A of the Code and (y) in the case of a Share Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option. Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of

one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Administrator. Share Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Share Appreciation Right is being exercised. The date a notice of exercise is received by the Company shall be the exercise date. The Administrator, in its sole discretion, may determine that no fractional Shares will be issued in payment for Share Appreciation Rights, but instead cash will be paid for a fraction or the number of Shares will be rounded downward to the next whole Share.

(c) Limitations . The Administrator may impose, in its discretion, such conditions upon the exercisability of Share Appreciation Rights as it may deem fit, but in no event shall a Share Appreciation Right be exercisable more than ten years after the date it is granted.

(d) Service Recipient Stock . No Option may be granted to a Participant subject to Section 409A of the Code unless (i) the Shares constitute “service recipient stock” with respect to such Participant (as defined in Section 1.409A-1(b)(5)(iii)) or (ii) the Option is otherwise designed to be compliant with Section 409A of the Code.

8.	Other Share-Based Awards

The Administrator, in its sole discretion, may grant or sell Awards of Shares, restricted Shares, restricted shares of Common Stock, deferred restricted shares of Common Stock, phantom restricted shares of Common Stock or other Share-Based awards based in whole or in part on the Fair Market Value of shares of Common Stock or Blackstone Holdings Partnership Units (“Other Share-Based Awards”). Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the Administrator shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Administrator shall determine to whom and when Other Share-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

9.	Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a) Generally . In the event of any change in the outstanding Shares after the Effective Date by reason of any Share distribution or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to holders of Shares other than regular cash distributions or any transaction similar to the foregoing, the Administrator in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable (subject to Section 17), as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Share Appreciation Rights may be granted during a calendar year to any Participant (iii) the maximum amount of a Performance-Based Award that may be granted during a calendar year to any Participant, (iv) the Option Price or exercise price of any Share Appreciation Right and/or (v) any other affected terms of such Awards.

(b) Change in Control . In the event of a Change in Control after the Effective Date, (i) if determined by the Administrator in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change of Control and (ii) the Administrator may (subject to Section 17), but shall not be obligated to, (A) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an Award, (B) cancel such Awards for fair value (as determined in the sole discretion of the Administrator) which, in the case of Options and Share Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Share Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Share Appreciation Rights) over the aggregate exercise price of such Options or Share Appreciation Rights, (C) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Administrator in its sole discretion or (D) provide that for a period of at least 15 days prior to the Change in Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change in Control, such Options shall terminate and be of no further force and effect.

10.

No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Administrator’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

11.

Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

12.

Nontransferability of Awards

Unless otherwise determined or approved by the Administrator, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

13.

Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided , however , that the Administrator may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid adverse tax consequences to the Company or to Participants).

Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Administrator determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Administrator determines necessary or appropriate to avoid the imposition of an additional tax under Section 409A of the Code.

14.

International Participants

With respect to Participants who reside or work outside the United States of America, the Administrator may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or an Affiliate.

15.

Choice of Law

The Plan shall be governed by and construed in accordance with the law of the State of New York.

16.

Effectiveness of the Plan

The Plan shall be effective as of the Effective Date.

17.

Section 409A

To the extent applicable, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding other provisions of the Plan or any Award agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Administrator that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company may take whatever actions the Administrator determines necessary or appropriate to comply with, or exempt the Plan and Award agreement from the requirements of Section 409A of the Code and related Department of Treasury guidance and other interpretive materials as may be issued after the Effective Date, which action may include, but is not limited to, delaying payment to a Participant who is a “specified employee” within the meaning of Section 409A of the Code until the first day following the six-month period beginning on the date of the Participant’s termination of Employment. The Company shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith; provided that neither the Company, the Administrator nor any employee, director or representative of the Company or of any of its Affiliates shall have any liability to Participants with respect to this Section 17.

Exhibit 5.1

July 1, 2019

[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]

The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

Ladies and Gentlemen:

We have acted as counsel to The Blackstone Group Inc., a Delaware corporation (the “Company”), in connection with the Registration Statements on Form S-8 (File No. 333-143948, File No. 333-157635, File No. 333-165115, File No. 333-172451, File No. 333-179775, File No. 333-186999, File No. 333-194234, File No. 333-202359, File No. 333-209758, File No. 333-216225, File No. 333-223346 and File No. 333-230020), each as amended by Post-Effective Amendment No. 1 (as amended, the “Registration Statements”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of up to 171,502,746 shares of Class A common stock of the Company, par value $0.00001 (the “Shares”), pursuant to The Blackstone Group Inc. Amended and Restated 2007 Equity Incentive Plan (the “Plan”).

We have examined the Registration Statements, the Certificate of Incorporation of the Company and the Bylaws of the Company, which have been filed with the Commission as exhibits to the Registration Statements. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, upon issuance and delivery in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to Post-Effective Amendment No. 1 to the Registration Statements and to the use of our name under the caption “Interests of Named Experts and Counsel” contained in the Registration Statements.


Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 of our report dated March 1, 2019, relating to the consolidated financial statements of The Blackstone Group L.P. and subsidiaries (“Blackstone”) and the effectiveness of Blackstone’s internal control over financial reporting , appearing in the Annual Report on Form 10-K of Blackstone for the year ended December 31, 2018.

/s/ Deloitte & Touche LLP

New York, New York

July 1, 2019