SEC Form 4 · accession 0000769993-17-000006
Hyatt Hotels Corp · H
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard A Friedman
Director
Period of report
Dec 29, 2016
Accepted (ET)
Jan 3, 2017 · 6:22 pm EST
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 StockF3,F1,F2,F5 | Dec 29, 2016 | P | 400 | $56.2319 | A | 114,451 | I | See footnotes |
| Class A Common StockF4,F1,F2,F5 | Dec 29, 2016 | S | 400 | $56.2319 | D | 114,051 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F6 | $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 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.
- F2The shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of Hyatt Hotels Corporation (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.
- F3Reflects a weighted average purchase price of $56.2319 per share, at prices ranging from $56.19 to $56.28 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares purchased at each separate price.
- F4Reflects a weighted average sale price of $56.2319 per share, at prices ranging from $56.19 to $56.28 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.
- F5GS Group beneficially owns directly 7,096 shares of Class A Common Stock and may be deemed to beneficially own 29,591 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 Third Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan under the Hyatt Hotels Corporation Non-Employee Director Compensation Program. 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 77,364 shares of Class A Common Stock and Goldman Sachs also had open short positions of 62,277 shares of Class A Common Stock, reflecting changes due to exempt transactions.
- F6Each 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.