SEC Form 4 · accession 0001209191-15-019094
Hyatt Hotels Corp · H
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
1922 Trust
Other
Period of report
Nov 3, 2014
Accepted (ET)
Feb 26, 2015 · 4:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001468174
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF2,F1 | — | Nov 3, 2014 | S | 462,807 | D | — | — | Class A Common Stock | 462,807 | 7,979,144 | I |
| Class B Common StockF2,F1 | — | Nov 3, 2014 | S | 101,000 | D | — | — | Class A Common Stock | 101,000 | 7,878,144 | I |
| Class B Common StockF2,F1 | — | Nov 3, 2014 | S | 315,000 | D | — | — | Class A Common Stock | 315,000 | 7,563,144 | I |
| Class B Common StockF2,F1 | — | Nov 3, 2014 | S | 243,193 | D | — | — | Class A Common Stock | 243,193 | 7,319,951 | I |
| Class B Common StockF2,F1 | — | Feb 24, 2015 | S | 180,000 | D | — | — | Class A Common Stock | 180,000 | 7,139,951 | I |
| Class B Common StockF2,F1 | — | Feb 24, 2015 | S | 570,000 | D | — | — | Class A Common Stock | 570,000 | 6,569,951 | I |
Explanation of responses
- F1As 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
- F2The Reporting Person is the sole member of 1922 Trust Company LTA, which serves as trustee of various trusts that have previously contributed shares of Class B Common Stock of the Issuer to limited partnership holding vehicles. Under certain circumstances, the Reporting Person could participate indirectly through other subsidiaries in a limited portion of excess proceeds from profits upon disposition of Class B Common Stock by those limited partnership holding vehicles. These transactions represent a reduction in the number of shares subject to this arrangement due to sales by Texas 8-26-22 H Company LP (101,000 shares), Featherman H Company LP (315,000 shares), RKMP H Company LP (243,193 shares on November 3, 2014 and 180,000 shares on February 24, 2015), BKMP H Company LP (462,807 shares) and TGFJ H Company LP (570,000 shares).
Remarks
The Reporting Person may be deemed to be a member of a 10% owner group because the Reporting Person has agreed to certain voting agreements and limitations on transfers of shares of Class A Common Stock and Class B Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.