SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
| Hyatt Hotels Corporation |
(Name of issuer)
| Class A Common Stock, $0.01 par value per share |
(Title of class of securities)
| 448579102 |
(CUSIP number)
| Thomas Dykstra 311 South Wacker Drive, Suite 4990 Chicago, Illinois 60606 312-896-1717 |
(Name, address and telephone number of person authorized to receive notices and communications)
| January 1, 2012 |
(Date of event which requires filing of this statement)
*If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
(Continued on following pages)
| * | The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
(Page 1 of 12 Pages)
| CUSIP No. 448579102 | 13D | Page 2 of 12 Pages |
| (1) |
Names of reporting persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Marshall E. Eisenberg, not individually, but solely as trustee of the trusts listed on Appendix A-1. | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
5,846,633* | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
5,846,633* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
5,846,633* | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares x
| |||||
| (13) |
Percent of class represented by amount in Row (11)
3.5%* | |||||
| (14) |
Type of reporting person
OO | |||||
| * | Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. |
The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 165,158,639 shares of Common Stock outstanding as of October 28, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Class B Common Stock owned by the Reporting Person represent 4.7% of the total voting power of the Common Stock as of October 28, 2011. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
| CUSIP No. 448579102 | 13D | Page 3 of 12 Pages |
| (1) |
Names of reporting persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Nicholas J. Pritzker | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,027,357* | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,027,357* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,027,357* | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares x
| |||||
| (13) |
Percent of class represented by amount in Row (11)
0.6%* | |||||
| (14) |
Type of reporting person
OO | |||||
| * | Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. |
The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 165,158,639 shares of Common Stock outstanding as of October 28, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Class B Common Stock owned by the Reporting Person represent 0.8% of the total voting power of the Common Stock as of October 28, 2011. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
| CUSIP No. 448579102 | 13D | Page 4 of 12 Pages |
| (1) |
Names of reporting persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Lawrence I. Richman, not individually, but solely as trustee of Second Universe Trust. | |||||
| (2) | Check the appropriate box if a member of a group (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
393,308* | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
393,308* | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
393,308* | |||||
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares x
| |||||
| (13) |
Percent of class represented by amount in Row (11)
0.2% | |||||
| (14) |
Type of reporting person
OO | |||||
| * | Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. |
The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 165,158,639 shares of Common Stock outstanding as of October 28, 2011. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Class B Common Stock owned by the Reporting Person represent 0.3% of the total voting power of the Common Stock as of October 28, 2011. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
| CUSIP No. 448579102 | 13D | Page 5 of 12 Pages |
EXPLANATORY NOTE: This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation, a Delaware corporation (the “Issuer”), which has its principal executive office at 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606. This Amendment No. 3 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Issuer on August 26, 2010 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with respect to the Issuer on September 9, 2010 (“Amendment No. 1”) and Amendment No. 2 to Schedule 13D filed by the Reporting Persons with respect to the Issuer on May 20, 2011 (“Amendment No. 2”). The Original Schedule 13D, as amended and supplemented by Amendment No. 1 and Amendment No. 2, is referred to as the “Schedule 13D.” All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein. Only those items amended are reported herein.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is amended by deleting the first paragraph thereof and replacing such paragraph with the following:
(a)-(c) This Schedule 13D is being filed by Marshall E. Eisenberg, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-1 (the “NJP Trustee”), Nicholas J. Pritzker, individually (“Mr. Pritzker”), and Lawrence I. Richman, not individually, but solely in the capacity as trustee of Second Universe Trust (the “Second Universe Trustee,” and, together with the NJP Trustee and Mr. Pritzker, the “Reporting Persons”).
Item 2 of the Schedule 13D is amended by deleting the second paragraph thereof and replacing such paragraph with the following:
The address of the principal business and principal office of the Reporting Persons is 311 South Wacker Drive, Suite 4990, Chicago, Illinois 60606. The NJP Trustee and the Second Universe Trustee in their role as trustees are principally engaged in the business of investing the assets of the trusts for the benefit of the beneficiaries of such trusts. Mr. Pritzker’s principal occupation is the management of his personal and family investments.
Item 2 of the Schedule 13D is amended and supplemented as follows:
The Reporting Persons have entered into a Joint Filing Agreement, dated as of January 5, 2012, a copy of which is attached as Exhibit 5 to this Amendment No. 3.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is amended and supplemented as follows:
On January 1, 2012, the co-trustees of U.S. Situs Trusts and the trustee of the Non-U.S. Situs Trusts transferred an aggregate of 1,027,357 shares of Class B Common Stock to Mr. Pritzker and Mr. Pritzker acquired beneficial ownership of such shares (the “NJP Transfers”). The NJP Transfers constitute “Permitted Transfers” as defined under the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the shares of Class B Common Stock acquired by Mr. Pritzker in the NJP Transfers remain shares of Class B Common Stock. Mr. Pritzker received the NJP Transfers as compensation for services rendered to the transferors.
| CUSIP No. 448579102 | 13D | Page 6 of 12 Pages |
Also on January 1, 2012, the trustee of Settlement T-577 transferred 393,308 shares of Class B Common Stock to Second Universe Trust, of which Lawrence I. Richman is the trustee and Mr. Pritzker is the beneficiary (the “Second Universe Transfer,” and together with the NJP Transfers, the “Transfers”) and Second Universe Trust acquired beneficial ownership of such shares. Pursuant to Regulation 13D under the Securities Exchange Act of 1934, as amended, Mr. Pritzker is not deemed to be a beneficial owner of the shares of Class B Common Stock held by Second Universe Trust. The Second Universe Transfer constitutes a “Permitted Transfer” as defined under the Issuer’s Amended and Restated Certificate of Incorporation, and, accordingly, the shares of Class B Common Stock acquired by Second Universe Trust in the Second Universe Transfer remain shares of Class B Common Stock.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is amended and supplemented as follows:
The Transfers were completed on January 1, 2012 as described in Item 3 of the Schedule 13D, as amended by this Amendment No. 3. Mr. Pritzker received the NJP Transfers as compensation for services rendered to the transferors.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and supplemented as follows:
(a)-(b) As of the date hereof, the Reporting Persons in the aggregate may be deemed to be the beneficial owners of 7,267,298 shares of Class A Common Stock, issuable upon conversion of 7,267,298 shares of Class B Common Stock beneficially owned by the Reporting Persons. The number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 6.0% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Reporting Persons represents 4.4% of the total number of shares of Common Stock outstanding and 5.8% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
Schedule A attached to this Amendment No. 3 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 3 sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by each Reporting Person.
| CUSIP No. 448579102 | 13D | Page 7 of 12 Pages |
Schedule B attached to this Amendment No. 3 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 3 sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by the Reporting Persons and each Separately Filing Group Member. All information with regard to the Separately Filing Group Members is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.
Neither the Transfers nor the resignation of Nicholas J. Pritzker as co-trustee of the Nicholas Trust impacts the number of shares or the percentage of the Common Stock beneficially owned by the Pritzker Family Group.
(c) On December 27, 2011, Nicholas J. Pritzker resigned as trustee of P.G. Nicholas Trust M (“Nicholas Trust”) and therefore is no longer deemed to beneficially own the shares of Class B Common Stock held by Nicholas Trust.
The Transfers were completed on January 1, 2012, as described in Item 3 of the Schedule 13D, as amended by this Amendment No. 3.
| Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Schedule 13D is amended and supplemented as follows:
| Exhibit 5 | Joint Filing Agreement, dated as of January 5, 2012, by and among Marshall E. Eisenberg, not individually, but solely as trustee of the trusts listed on Schedule 1 thereto, Lawrence I. Richman, not individually, but solely as trustee of Second Universe Trust, and Nicholas J. Pritzker, pursuant to Rule 13D-1(k) of the Securities Exchange Act of 1934, as amended. | |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 5, 2012
| By: | /s/ Marshall E. Eisenberg | |
| Marshall E. Eisenberg, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-1 | ||
| By: | /s/ Nicholas J. Pritzker | |
| Nicholas J. Pritzker, individually | ||
| By: | /s/ Lawrence I. Richman | |
| Lawrence I. Richman, not individually, but solely in the capacity as trustee of Second Universe Trust | ||
[Signature Page to Amendment No. 3 to Schedule 13D]
Appendix A-1
Don Trust #25M1
A.N.P. Trust #1M6
A.N.P. Trust #2M6
A.N.P. Trust #3M6
P.G. Nicholas Trust M
| CUSIP No. 448579102 | 13D | Page 10 of 12 Pages |
Schedule A
Certain Information Regarding the
Reporting Persons1
| Class A Common Stock2 |
Class B Common Stock3 |
% of
Total Common Stock4 |
% of Total Voting Power5 | |||||||||||||||
| Name of Beneficial Owner |
Shares | % of Class A |
Shares | % of Class B |
||||||||||||||
| Marshall E. Eisenberg, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-1 |
- | - | 5,846,633 | 4.9% | 3.5% | 4.7% | ||||||||||||
| Nicholas J. Pritzker, individually |
- | - | 1,027,357 | 0.9% | 0.6% | 0.8% | ||||||||||||
| Lawrence I. Richman, not individually, but solely in the capacity as trustee of Second Universe Trust |
- | - | 393,308 | 0.3% | 0.2% | 0.3% | ||||||||||||
| 1 | All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. |
| 2 | The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,680,334 shares of the Class A Common Stock outstanding as of October 28, 2011, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. |
| 3 | The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011. |
| 4 | The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011. |
| 5 | With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. |
Schedule B
Certain Information Regarding the
Separately Filing Group Member1
| Class A Common Stock2 |
Class B Common Stock3 |
% of
Total Common Stock4 |
% of
Total Voting Power5 | |||||||||||||||||||||||||||
| Separately Filing Group Member |
Shares | % of Class A |
Shares | % of Class B |
||||||||||||||||||||||||||
| Co-Trustees of the U.S. Situs Trusts6 |
— | — | 1,982,124 | 1.6 | % | 1.2 | % | 1.6 | % | |||||||||||||||||||||
| Trustee of the Non-U.S. Situs Trusts7 |
— | — | 3,447,946 | 2.9 | % | 2.1 | % | 2.8 | % | |||||||||||||||||||||
| Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons8 |
— | — | 20,675,041 | 17.2 | % | 12.5 | % | 16.5 | % | |||||||||||||||||||||
| Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons9 |
— | — | 7,267,298 | 6.0 | % | 4.4 | % | 5.8 | % | |||||||||||||||||||||
| Trustees of the James N. Pritzker Family Trusts10 |
8,470 | * | 3,470,792 | 2.9 | % | 2.1 | % | 2.8 | % | |||||||||||||||||||||
| Trustees of the John A. Pritzker Family Trusts11 |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Trustees of the Linda Pritzker Family Trusts12 |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Trustees of the Karen L. Pritzker Family Trusts13 |
— | — | 8,584,104 | 7.1 | % | 5.2 | % | 6.9 | % | |||||||||||||||||||||
| Trustees of the Penny Pritzker Family Trusts and Other Reporting Persons14 |
5,775 | * | 9,758,651 | 8.1 | % | 5.9 | % | 7.8 | % | |||||||||||||||||||||
| Trustees of the Daniel F. Pritzker Family Trusts15 |
— | — | 10,001,457 | 8.3 | % | 6.1 | % | 8.0 | % | |||||||||||||||||||||
| Trustees of the Anthony N. Pritzker Family Trusts16 |
— | — | 6,186,817 | 5.1 | % | 3.7 | % | 5.0 | % | |||||||||||||||||||||
| Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons17 |
— | — | 17,419,919 | 14.5 | % | 10.5 | % | 13.9 | % | |||||||||||||||||||||
| Trustees of the Jay Robert Pritzker Family Trusts18 |
— | — | 6,051,483 | 5.0 | % | 3.7 | % | 4.8 | % | |||||||||||||||||||||
| Trustee of the Richard Pritzker Family Trusts19 |
— | — | 520,587 | 0.4 | % | 0.3 | % | 0.4 | % | |||||||||||||||||||||
| Pritzker Family Group Totals |
14,245 | * | 95,366,219 | 79.1 | % | 57.7 | % | 76.3 | % | |||||||||||||||||||||
| * | Less than 1% beneficial ownership |
| 1 | All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. |
| 2 | The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,680,334 shares of the Class A Common Stock outstanding as of October 28, 2011, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. |
| 3 | The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011. |
| 4 | The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011. |
| 5 | With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. |
| CUSIP No. 448579102 | 13D | Page 12 of 12 Pages |
| 6 | See the Schedule 13D filed on August 26, 2010, as amended, by Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as co-trustees of the U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 7 | See the Schedule 13D filed on August 26, 2010, as amended, by the CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 8 | See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. Thomas J. Pritzker holds 29,926 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $40.96. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not currently determinable and therefore not included in the table above because each SAR gives the holder the right to receive a number of shares of Class A Common Stock equal to the excess of the value of one share of A Common Stock at the exercise date, which is not determinable until the date of exercise, over the exercise price. |
| 9 | See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 10 | See the Schedule 13D filed on August 26, 2010, as amended, by Charles E. Dobrusin and Harry B. Rosenberg, not individually, but solely as co-trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 11 | See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 12 | See Amendment No. 1 to the Schedule 13D filed on September 8, 2010 by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 13 | See the Schedule 13D filed on August 26, 2010, as amended, by Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 14 | See the Schedule 13D filed on August 26, 2010 by John Kevin Poorman, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 15 | See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 16 | See the Schedule 13D filed on August 26, 2010 by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 17 | See Amendment No. 1 to the Schedule 13D filed on September 8, 2010, as amended, by Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely as trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein on, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 18 | See the Schedule 13D filed on August 26, 2010, as amended, by Thomas J. Muenster, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 19 | See the Schedule 13D filed on August 26, 2010, as amended, by CIBC Trust Company (Bahamas) Limited, solely as trustee of the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
EXHIBIT 5
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation beneficially owned by them on a combined basis, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.
The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
The undersigned shall not be deemed to admit that the undersigned was required to file a statement on Schedule 13D by reason of entering into this Joint Filing Agreement.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
When this Joint Filing Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Joint Filing Agreement shall be construed as granting any power over a trustee’s individual affairs or imposing any liability on any such trustee personally for breaches of any representations or warranties made hereunder or personally to pay any amounts required to be paid hereunder, or personally to perform any covenant, either express or implied, contained herein. Any liability of a trust or trustee hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.
Signature Page Follows
In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 5th day of January, 2012.
| By: | /s/ Marshall E. Eisenberg | |
| Marshall E. Eisenberg, not individually, but solely in the capacity as trustee of the trusts listed on Schedule 1 | ||
| By: | /s/ Lawrence I. Richman | |
| Lawrence I. Richman, not individually, but solely in the capacity as trustee of Second Universe Trust | ||
| By: | /s/ Nicholas J. Pritzker | |
| Nicholas J. Pritzker | ||
[Signature Page to Joint Filing Agreement]
Schedule 1
Don Trust #25M1
A.N.P. Trust #1M6
A.N.P. Trust #2M6
A.N.P. Trust #3M6
P.G. Nicholas Trust M