SEC Form 4 · accession 0001209191-16-106911
Hyatt Hotels Corp · H
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elsinore Trust
Other
Period of report
Mar 4, 2016
Accepted (ET)
Mar 8, 2016 · 3:42 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 | — | Mar 4, 2016 | J | 224,053 | D | — | — | Class A Common Stock | 224,053 | 377,294 | D |
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 a trust. The shares of Class B Common Stock were distributed by the trustee of the Reporting Person to a Pritzker Family U.S. Situs Trust having the same beneficiaries as the Reporting Person. The trustee of the Pritzker Family U.S. Situs Trust has executed a joinder to and become subject to the provisions of the Amended and Restated Global Hyatt Agreement. Accordingly, immediately following such distribution, the shares remained shares of Class B Common Stock. No consideration was paid in connection with the contribution, which constitutes a "permitted transfer" as defined in the Issuer's Amended and Restated Certificate of Incorporation.
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.