SEC Form 4 · accession 0000891836-18-000001
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 11, 2017
Accepted (ET)
Jan 2, 2018 · 9:49 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 StockF1,F2 | holding | — | — | — | 517,809 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity Swap (obligation to sell/put equivalent position)F3,F4,F1 | $71.90 | Dec 11, 2017 | J | 1 | A | — | Dec 17, 2018 | Class A Common Stock | 301 | 1 | I |
| Equity Swap (obligation to sell/put equivalent position)F3,F4,F1 | $73.88 | Dec 28, 2017 | J | 1 | D | — | Dec 17, 2018 | Class A Common Stock | 301 | 0 | I |
Explanation of responses
- F1The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("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.
- F2GS Group beneficially owns directly 7,096 shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of Hyatt Hotels Corporation (the "Company") and may be deemed to beneficially own 33,184 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 "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 477,529 shares of Class A Common Stock and Goldman Sachs also had open short positions of 269,383 shares of Class A Common Stock, reflecting changes due to exempt transactions.
- F3On December 11, 2017, Goldman Sachs International ("GSI"), a subsidiary of GS Group, entered into an equity swap agreement with a third party. The reported equity swap was on a basket of securities, which included 301 shares of Class A Common Stock of the Company. Under the equity swap, GSI was obligated to pay to the third party the aggregate increase, if any, in value of the basket of securities between December 11, 2017 and December 17, 2018. In connection with the optional early termination of the equity swap agreement, on December 28, 2017, GSI became obligated to pay to the third party, for each of the 301 shares of Class A Common Stock, the excess of the price per share of Class A Common Stock on December 28, 2017 over the price per share of Class A Common Stock on December 11, 2017. As a result, the termination of the equity swap did not result in any disgorgeable profit.
- F4The filing of this report does not constitute an admission that the reported equity swap is a derivative security subject to Section 16 of the Securities Exchange Act of 1934.