0001193125-17-285261.txt : 20170914 0001193125-17-285261.hdr.sgml : 20170914 20170914171805 ACCESSION NUMBER: 0001193125-17-285261 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170914 DATE AS OF CHANGE: 20170914 GROUP MEMBERS: PENNY PRITZKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hyatt Hotels Corp CENTRAL INDEX KEY: 0001468174 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 201480589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85070 FILM NUMBER: 171086279 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: 8TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 750-1234 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: 8TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Horton Trust Co LLC CENTRAL INDEX KEY: 0001538462 IRS NUMBER: 454024479 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 N. LASALLE ST. STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-873-4802 MAIL ADDRESS: STREET 1: 300 N. LASALLE ST. STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60654 SC 13D/A 1 d455752dsc13da.htm SC 13D/A SC 13D/A

 

 

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. 17)

 

 

Hyatt Hotels Corporation

(Name of Issuer)

 

 

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

448579102

(CUSIP Number)

Michael A. Pucker, Esq.

Cathy A. Birkeland, Esq.

Latham & Watkins LLP

330 N. Wabash, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2017

(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)

(Page 1 of 12 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).

 

 

 


CUSIP NO.  448579102   13D   Page 2 of 12 Pages

 

  1.  

Names of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ☒        

(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

 

Illinois

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.     

Sole Voting Power

 

0

      8.     

Shared Voting Power

 

7,795,115*

      9.     

Sole Dispositive Power

 

0

    10.     

Shared Dispositive Power

 

7,795,115*

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,795,115*

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☒

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

6.4%*

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 September 11, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed September 12, 2017. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 121,532,388 shares of Common Stock outstanding as of September 11, 2017. 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 9.9% of the total voting power of the Common Stock as of September 11, 2017. 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 September 11, 2017, which is comprised of 47,409,058 shares of Class A Common Stock and 74,123,330 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)

 

Penny Pritzker, individually

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ☒        

(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

 

35,332*

      9.     

Sole Dispositive Power

 

0

    10.     

Shared Dispositive Power

 

35,332*

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

35,332*

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ☒

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

Less than 0.1%*

14.  

Type of Reporting Person

 

IN

* Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), and shares of the Issuer’s 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 September 11, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed September 12, 2017. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 121,532,388 shares of Common Stock outstanding as of September 11, 2017. 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 A Common Stock and Class B Common Stock owned by the Reporting Person represent less than 0.1% of the total voting power of the Common Stock as of September 11, 2017. 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 September 11, 2017, which is comprised of 47,409,058 shares of Class A Common Stock and 74,123,330 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

EXPLANATORY NOTE: This Amendment No. 17 to Schedule 13D (“Amendment No. 17”) 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 150 North Riverside Plaza, Chicago, Illinois 60606. This Amendment No. 17 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 on September 9, 2010 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed by the Reporting Persons on May 18, 2011 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed by the Reporting Persons on November 29, 2011 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D filed by the Reporting Persons on January 4, 2012 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D filed by the Reporting Persons on August 22, 2012 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D filed by the Reporting Persons on December 4, 2012 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D filed by the Reporting Persons on December 18, 2012 (“Amendment No. 7”), Amendment No. 8 to Schedule 13D filed by the Reporting Persons on May 17, 2013 (“Amendment No. 8”), Amendment No. 9 to Schedule 13D filed by the Reporting Persons on June 6, 2013 (“Amendment No. 9”), Amendment No. 10 to Schedule 13D filed by the Reporting Persons on June 21, 2013 (“Amendment No. 10”), Amendment No. 11 to Schedule 13D filed by the Reporting Persons on September 6, 2013 (“Amendment No. 11”), Amendment No. 12 to Schedule 13D filed by the Reporting Persons on November 6, 2013 (“Amendment No. 12”), Amendment No. 13 to Schedule 13D filed by the Reporting Persons on March 4, 2015 (“Amendment No. 13”), Amendment No. 14 to Schedule 13D filed by the Reporting Persons on August 31, 2016 (“Amendment No. 14”), Amendment No. 15 to Schedule 13D filed by the Reporting Persons on December 9, 2016 (“Amendment No. 15”) and Amendment No. 16 to Schedule 13D filed by the Reporting Persons on August 16, 2017 (“Amendment No. 16”). The Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15 and Amendment No. 16, 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 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows:

On September 6, 2017, Horton Trust Company LLC, as trustee of Don G.C. Trust #8, R.A. G.C. Trust #8, LaSalle G.C. Trust #9, entered into a Purchase and Sale Agreement (the “Trust Purchase and Sale Agreement”) with the Issuer, pursuant to which


CUSIP NO.  448579102   13D   Page 5 of 12 Pages

it sold an aggregate of 417,101 shares of Class B Common Stock at a price of $59.2875 per share, which represents the Volume Weighted Average Price for Class A Common Stock for the three (3) trading-day period ending September 5, 2017 as reported by Bloomberg, for an aggregate price of $24,728,875.54 (the “Trust 9/6/17 Sale”). Also on September 6, 2017, P19M2 Investors II, L.L.C. entered into a Purchase and Sale Agreement (the “LLC Purchase and Sale Agreement”) with the Issuer, pursuant to which it sold an aggregate of 732,899 shares of Class B Common Stock at a price of $59.2875 per share, which represents the Volume Weighted Average Price for Class A Common Stock for the three (3) trading-day period ending September 5, 2017 as reported by Bloomberg, for an aggregate price of $43,451,749.46 (the “LLC 9/6/17 Sale”, and together with the Trust 9/6/17 Sale, the “9/6/17 Sales”). The 9/6/17 Sales closed on September 11, 2017.

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 may be deemed to be the beneficial owners of 14,650 shares of Class A Common Stock and 7,815,797 shares of Class A Common Stock issuable upon conversion of 7,815,797 shares of Class B Common Stock beneficially owned by the Reporting Persons. Based on the number of shares of Class B Common Stock outstanding as of September 11, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed September 12, 2017, the number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 10.5% of the total number of shares of Class B Common Stock outstanding. Based on the number of shares of Common Stock outstanding as of September 11, 2017, as adjusted, the number of shares of Common Stock beneficially owned by the Reporting Persons represents 6.4% of the total number of shares of Common Stock outstanding and 9.9% of the total voting power of the shares of Common Stock outstanding, voting 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. 17 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 17 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.

P19M2 Investors II, L.L.C. is a manager-managed limited liability company formed for the purpose of acquiring shares of the Issuer’s Common Stock. It directly holds 273,776 shares of Class B Common Stock and has no voting or dispositive power with regard to the shares. P19M2 Investors II, L.L.C. is managed by Horton Trust Company LLC and is wholly owned by one or more of the trusts listed on Appendix A-1


CUSIP NO.  448579102   13D   Page 6 of 12 Pages

Based solely on the information contained in the Issuer’s Current Report on Form 8-K, filed on September 12, 2017, a Separately Filing Group Member entered into purchase and sale agreements with the Issuer on September 6, 2017, pursuant to which the Issuer agreed to repurchase an aggregate of 663,459 shares of Class B Common Stock from the Separately Filing Group Member for $59.2875 per share. The transactions closed on September 11, 2017.

Based solely on the information contained in the Schedule 13Ds, as amended, filed by the Separately Filing Group Members, as of the date hereof, the Pritzker Family Group in the aggregate may be deemed to be the beneficial owners of 305,023 shares of currently issued Class A Common Stock and 71,852,935 shares of Class A Common Stock issuable upon conversion of 71,852,935 shares of Class B Common Stock beneficially owned by the Pritzker Family Group. The number of shares of Class A Common Stock beneficially owned by the Pritzker Family Group and currently issued represents 0.6% of the total number of shares of Class A Common Stock outstanding, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. The number of shares of Class B Common Stock beneficially owned by the Pritzker Family Group represents 96.9% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Pritzker Family Group represents 59.4% of the total number of shares of Common Stock outstanding and 91.1% 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 B attached to this Amendment No. 17 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 17 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.

(c) The 9/6/17 Sales settled on September 11, 2017, as described in Item 4 of this Amendment No. 17 to the Schedule 13D.


CUSIP NO.  448579102   13D   Page 7 of 12 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and supplemented as follows:

On September 6, 2017, Horton Trust Company LLC, as trustee of Don G.C. Trust #8, R.A. G.C. Trust #8, LaSalle G.C. Trust #9, entered into the Trust Purchase and Sale Agreement with the Issuer, pursuant to which it sold an aggregate of 417,101 shares of Class B Common Stock at a price of $59.2875 per share, which represents the Volume Weighted Average Price for Class A Common Stock for the three (3) trading-day period ending September 5, 2017 as reported by Bloomberg, for an aggregate price of $24,728,875.54. Also on September 6, 2017, P19M2 Investors II, L.L.C. entered into the LLC Purchase and Sale Agreement with the Issuer, pursuant to which it sold an aggregate of 732,899 shares of Class B Common Stock at a price of $59.2875 per share, which represents the Volume Weighted Average Price for Class A Common Stock for the three (3) trading-day period ending September 5, 2017 as reported by Bloomberg, for an aggregate price of $43,451,749.46. The Trust Purchase and Sale Agreement and the LLC Purchase and Sale Agreement contain customary representations and warranties of the parties relating to ownership of the shares of Class B Common Stock being transferred and the ability of the parties to consummate the transaction. The foregoing descriptions of the Trust Purchase and Sale Agreement and the LLC Purchase and Sale Agreement are qualified in their entirety by reference to the text of Exhibit 12 and Exhibit 13 hereto, respectively, which are incorporated by reference herein.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows:

 

Exhibit 12    Purchase and Sale Agreement, dated as of September  6, 2017, between Hyatt Hotels Corporation and Horton Trust Company LLC, solely in its capacity as trustee of certain trusts for the benefit of certain of the lineal descendants of Penny Pritzker (incorporated by reference to Exhibit 99.2 to the Issuer’s Current Report on Form 8-K filed on September 12, 2017)
Exhibit 13    Purchase and Sale Agreement, dated as of September  6, 2017, between Hyatt Hotels Corporation and P19M2 Investors II, L.L.C. (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed on September 12, 2017)


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:    September 14, 2017

 

Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.
  By:  

/s/ Ronald Wray

    Name:   Ronald Wray
    Title   Chief Operating Officer

/s/ Penny Pritzker

Penny Pritzker, individually

[Signature Page to Amendment No. 17 to Schedule 13D]


CUSIP NO.  448579102   13D   Page 9 of 12 Pages

Appendix A-1

 

Trust Name    Jurisd.
of Org.

A.N.P. Trust #31

   Illinois

A.N.P. Trust #34-Penny

   Illinois

A.N.P. Trust #36-Penny

   Illinois

A.N.P. Trust #37

   Illinois

A.N.P. Trust #40-Penny

   Illinois

A.N.P. Trust #42-Penny

   Illinois

Don G.C. Trust #8

   N/A

Donald Pritzker Traubert GST Trust

   Illinois

Rose Pritzker Traubert GST Trust

   Illinois

P.G. Penny Trust

   Illinois

RA G.C. Trust #8

   Illinois

F.L.P. Trust #19

   Illinois

T-551-10FD2

   Bahamas

1740 #34FD2

   Bahamas


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
     

Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.

     —          —          7,795,115        10.5     6.4     9.9

Penny Pritzker, individually

     14,650        *        20,682        *       *       *  

* Less than 1% beneficial ownership

 

1  All references to the number of shares outstanding are as of September 11, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed September 12, 2017.
2  The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 47,409,058 shares of Class A Common Stock outstanding as of September 11, 2017, 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 74,123,330 shares of Class B Common Stock outstanding as of September 11, 2017, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
4  The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 47,409,058 shares of Class A Common Stock and 74,123,330 shares of Class B Common Stock outstanding as of September 11, 2017.
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 September 11, 2017, which is comprised of 47,409,058 shares of Class A Common Stock and 74,123,330 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 11 of 12 Pages

Schedule B

Certain Information Regarding the

Separately Filing Group Members1

 

     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
     

CIBC Trust Company (Bahamas) Limited in its capacity as trustee and Other Reporting Persons6

     —          —         781,807        1.1     0.6     1.0

Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons7

     1,410        *       22,520,767        30.4     18.5     28.6

Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons8

     —          —         745,978        1.0     0.6     0.9

Trustees of the Jennifer N. Pritzker Family Trusts and Other Reporting Persons9

     8,470        *       2,420,151        3.3     2.0     3.1

Trustees of the Linda Pritzker Family Trusts10

     —          —         —          —         —         —    

Trustees of the Karen L. Pritzker Family Trusts11

     —          —         8,584,104        11.6     7.1     10.9

Trustee of the Penny Pritzker Family Trusts and Other Reporting Persons12

     14,650        *       7,815,797        10.5     6.4     9.9

Trustees of the Daniel F. Pritzker Family Trusts and Other Reporting Persons13

     280,493        0.6     6,486,507        8.8     5.6     8.3

The Anthony N. Pritzker Family Foundation14

     —          —         1,830,094        2.5     1.5     2.3

Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons15

     —          —         18,837,636        25.4     15.5     23.9

The Pritzker Family Foundation16

     —          —         1,830,094        2.5     1.5     2.3

Pritzker Family Group Totals

     305,023        0.6     71,852,935        96.9     59.4     91.1

* Less than 1% beneficial ownership

 

1  All references to the number of shares outstanding are as of September 11, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed September 12, 2017.
2  The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 47,409,058 shares of Class A Common Stock outstanding as of September 11, 2017, 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 74,123,330 shares of Class B Common Stock outstanding as of September 11, 2017, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
4  The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 47,409,058 shares of Class A Common Stock and 74,123,330 shares of Class B Common Stock outstanding as of September 11, 2017.
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 September 11, 2017, which is comprised of 47,409,058 shares of Class A Common Stock and 74,123,330 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.
6  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.
7 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 119,707 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $40.96, 127,410 SARs that are currently exercisable at an exercise price of $41.74, 140,601 SARs that are currently exercisable at an exercise price of $41.29, 207,381 SARs that are currently exercisable at an exercise price of $43.44, 105,141 SARs that are currently exercisable at an exercise price of $49.39, 90,176 SARs that are currently exercisable at an exercise price of $56.27 and 68,775 SARs that are currently exercisable at an exercise price of $47.36. 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.


CUSIP NO.  448579102   13D   Page 12 of 12 Pages

 

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.
9  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.
10  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.
11  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.
12  See the Schedule 13D filed on August 26, 2010, as amended, 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.
13  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.
14  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.
15  See the Schedule 13D filed on August 26, 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.
16  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.