HTHT H World Group Ltd

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2020

Commission File Number: 001-34656

Huazhu Group Limited
(Translation of registrant’s name into English)

No. 2266 Hongqiao Road
Changning District
Shanghai 200336
People’s Republic of China
(86) 21 6195-2011
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):___

Conversion Rate Adjustment for Convertible Senior Notes due 2022 as a Result of Dividend

In January 2020, the board of directors of Huazhu Group Limited (the “Company”) declared a cash dividend of US$0.34 per ordinary share, or US$0.34 per ADS. Holders of the Company’s ordinary shares or ADS at the close of trading on January 10, 2020 (U.S. Eastern Time) will be entitled to receive the cash dividend. As a result of the cash dividend, the conversion rate for the Company’s outstanding 0.375% convertible senior notes due 2022 issued in November 2017 (the “Notes”) increased from 22.3310 to 22.5215 with immediate effect after the close of trading on January 10, 2020 (U.S. Eastern Time). The adjustment is made in accordance with the terms of the Indenture for the Notes.

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