SEC Form 4 · accession 0001382963-16-000271
Hyatt Hotels Corp · H
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
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 | — | Dec 22, 2016 | J | 13,455 | A | — | — | Class A Common Stock | 13,455 | 13,455 | 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. JP Morgan Trust Company (Bahamas) Limited, solely in its capacity as trustee of the Reporting Person, previously executed a joinder to, and is therefore subject to the provisions of, the Amended and Restated Foreign Global Hyatt Agreement. Accordingly, immediately following the distribution, the shares will remain shares of the Class B Common Stock.
- F2Represents shares distributed directly or indirectly from Settlement 1740 Trust #31. No consideration was paid in connection with such distribution. The distribution of Class B Common Stock to JNP 2010 Parachute Trust N2 constitutes a "permitted transfer" as defined under the Issuer's Amended and Restated Certificate of Incorporation.
Remarks
REMARKS Members of a 10% owner group. JP Morgan Trust Company (Bahamas) Limited serves as trustee of JNP 2010 Parachute Trust N2, the reporting person, and has investment power over the shares beneficially owned by JNP 2010 Parachute Trust N2. The beneficiary does not have investment power over the shares of Class B Common Stock held by JNP 2010 Parachute Trust N2. In addition, JNP 2010 Parachute Trust N2 may be deemed to be a member of a group because JNP 2010 Parachute Trust N2 has agreed to certain voting agreements and limitations on transfers of shares of Class A Common Stock and Class B Common Stock. JNP 2010 Parachute Trust N2 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.