SEC Form 4 · accession 0000769993-15-000428

Hyatt Hotels Corp · H

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard A Friedman

Director

Period of report

Mar 31, 2015

Accepted (ET)

Apr 2, 2015 · 7:23 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001468174

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F2,F1,F3	Mar 31, 2015	M	3,170	—	A	81,605	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F1	—	Mar 31, 2015	M	3,170	D	Mar 31, 2015	Mar 31, 2015	Class A Common Stock	3,170	0	I
Restricted Stock Units^F4,F1	$0.00	holding	—	—	—	Mar 31, 2016	Mar 31, 2016	Class A Common Stock	3,068	3,068	I
Class B Common Stock^F1,F5	$0.00	holding	—	—	—	—	—	Class A Common Stock	12,654,050	12,654,050	I

Explanation of responses

F1The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
F2On March 31, 2015, 3,170 restricted stocks units that were granted to the Reporting Person in his capacity as a director of Hyatt Hotels Corporation (the "Company") vested and were settled by the Company in shares of Class A Common Stock pursuant to the Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan pursuant to the Hyatt Hotels Corporation Non-Employee Director Compensation Program (the "Plan"), without the payment of any consideration. The Reporting Person has an understanding with GS Group pursuant to which the shares that were delivered are held for the benefit of GS Group.
F3GS Group beneficially owns directly 7,096 shares of Class A Common Stock and may be deemed to beneficially own 19,275 shares of Class A Common Stock that were granted to the Reporting Person in his capacity as a director of the Company pursuant to the Plan. The Reporting Person has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 55,234 shares of Class A Common Stock and Goldman Sachs also had open short positions of 5,043 shares of Class A Common Stock, reflecting changes due to exempt transactions.
F4GS Group may be deemed to beneficially own an aggregate of 3,068 restricted stock units that were granted to the Reporting Person in his capacity as a director of the Company. The Reporting Person has an understanding with GS Group pursuant to which such restricted stock units are held for the benefit of GS Group. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock and is fully vested.
F5Each 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers as described in the Company's Amended and Restated Certificate of Incorporation. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 12,654,050 shares of Class A Common Stock by reason of the direct beneficial ownership of 12,654,050 shares of the Company's Class B Common Stock, in the aggregate, by certain investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or the managing partner. Goldman Sachs is the investment manager for certain of the investment partnerships.