|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 01/01/2012 | J | 419,845 (2) | (1) | (1) | Class A Common Stock | 419,845 (2) | $ 0 | 1,970,645 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pritzker Thomas C/O HYATT HOTELS CORPORATION 71 SOUTH WACKER DRIVE, 12TH FLOOR |
X | X | See Remarks |
/s/ Harmit J. Singh, as Attorney-in-Fact | 01/03/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | As 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. |
(2) | Represents shares transferred from Pritzker Family Non-U.S. Situs Trusts. No cash consideration was paid in connection with such transfers. Such transfers of shares of Class B Common Stock to the Reporting Person constitute a "permitted transfer" as defined under the Issuer's Amended and Restated Certificate of Incorporation. Accordingly, immediately following the transfers, the shares remain shares of Class B Common Stock. |
(3) | The number of derivative securities beneficially owned following the reported transaction includes the 419,845 shares of Class B Common Stock transferred from Pritzker Family Non-U.S. Situs Trusts to the Reporting Person and 1,550,800 shares of Class B Common Stock transferred from Pritzker Family U.S. Situs Trusts to the Reporting Person in a transaction exempt from reporting pursuant to Rule 16a-13. Concurrently therewith, the Pritzker Family U.S. Situs Trusts also transferred an aggregate of 1,616,950 shares of Class B Common Stock to other lineal descendants of Nicholas J. Pritzker, deceased. |
Remarks: Executive Chairman of Board of Directors |