4//SEC Filing
Hyatt Hotels Corp 4
Accession 0000769993-12-000397
$HCIK 0001468174operating
Filed
Jun 14, 8:00 PM ET
Accepted
Jun 15, 4:24 PM ET
Size
18.4 KB
Accession
0000769993-12-000397
Insider Transaction Report
Form 4
GS SUNRAY HOLDINGS SUBCO I, L.L.C.
10% Owner
Transactions
- Award
Class A Common Stock
2012-06-13+2,927→ 19,289 total(indirect: See footnotes)
Holdings
- 12,654,050(indirect: See footnotes)
Class B Common Stock
Exercise: $0.00→ Class A Common Stock (12,654,050 underlying) - 3,068(indirect: See footnotes)
Restricted Stock Units
Exercise: $0.00From: 2016-03-31Exp: 2016-03-31→ Class A Common Stock (3,068 underlying) - 3,170(indirect: See footnotes)
Restricted Stock Units
Exercise: $0.00From: 2015-03-31Exp: 2015-03-31→ Class A Common Stock (3,170 underlying)
Transactions
- Award
Class A Common Stock
2012-06-13+2,927→ 19,289 total(indirect: See footnotes)
Holdings
- 3,170(indirect: See footnotes)
Restricted Stock Units
Exercise: $0.00From: 2015-03-31Exp: 2015-03-31→ Class A Common Stock (3,170 underlying) - 3,068(indirect: See footnotes)
Restricted Stock Units
Exercise: $0.00From: 2016-03-31Exp: 2016-03-31→ Class A Common Stock (3,068 underlying) - 12,654,050(indirect: See footnotes)
Class B Common Stock
Exercise: $0.00→ Class A Common Stock (12,654,050 underlying)
GS SUNRAY HOLDINGS SUBCO II, L.L.C.
10% Owner
Transactions
- Award
Class A Common Stock
2012-06-13+2,927→ 19,289 total(indirect: See footnotes)
Holdings
- 3,068(indirect: See footnotes)
Restricted Stock Units
Exercise: $0.00From: 2016-03-31Exp: 2016-03-31→ Class A Common Stock (3,068 underlying) - 3,170(indirect: See footnotes)
Restricted Stock Units
Exercise: $0.00From: 2015-03-31Exp: 2015-03-31→ Class A Common Stock (3,170 underlying) - 12,654,050(indirect: See footnotes)
Class B Common Stock
Exercise: $0.00→ Class A Common Stock (12,654,050 underlying)
Footnotes (10)
- [F1]This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany", and together with GS Capital, GS Offshore and GS Parallel, the "Limited Partnerships"), GS Sunray Holdings Subco I, L.L.C. ("GS Sunray I"), GS Sunray Holdings Subco II, L.L.C. ("GS Sunray II"), GS Sunray Holdings Parallel Subco, L.L.C. ("GS Sunray Parallel", and together with GS Sunray I and GS Sunray II, the "Sunray Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), (continued in next footnote)
- [F10]GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 5,906,782 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II. GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 4,913,071 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II. GS Parallel, and its general partner GS Advisors, may be deemed to beneficially own indirectly 1,624,272 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray Parallel. GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 209,925 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II.
- [F2]GS Advisors VI, L.L.C. ("GS Advisors") and Goldman, Sachs Management GP GmbH ("GS GmbH", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, the Limited Partnerships, the Sunray Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager for certain of the Limited Partnerships. The Sunray Entities are owned directly and indirectly by the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or managing partner.
- [F3]Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
- [F4]The 2,927 shares of Class A Common Stock were granted to Richard A. Friedman, a managing director of Goldman Sachs, in his capacity as a director of Hyatt Hotels Corporation (the "Company") and issued under the Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan pursuant to the Hyatt Hotels Corporation Non-Employee Director Compensation Program (the "Plan"). Mr. Friedman has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group.
- [F5]GS Group may be deemed to beneficially own 6,852 shares of Class A Common Stock that were granted to Richard A. Friedman in his capacity as a director of the Company pursuant to the Plan. Mr. Friedman has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group. GS Group beneficially owns directly 7,096 shares of Class A Common Stock.
- [F6]As of June 13, 2012, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 5,341 shares of Class A Common Stock and Goldman Sachs also had open short positions of 5,273 shares of Class A Common Stock, reflecting changes due to exempt transactions.
- [F7]GS Group may be deemed to beneficially own an aggregate of 6,238 restricted stock units that were granted to Richard A. Friedman in his capacity as a director of the Company. Mr. Friedman has an understanding with GS Group pursuant to which such restricted stock units are held for the benefit of GS Group. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock and is fully vested.
- [F8]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, except for certain permitted transfers as described in the Company's Amended and Restated Certificate of Incorporation. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly 12,654,050 shares of the Company's Class A Common Stock by reason of the direct beneficial ownership of 12,654,050 shares of the Company's Class B Common Stock, in the aggregate, by the Sunray Entities. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- [F9]GS Sunray I may be deemed to beneficially own 5,514,889 shares of Class A Common Stock by reason of its direct beneficial ownership of 5,514,889 shares of Class B Common Stock. GS Sunray II may be deemed to beneficially own 5,514,889 shares of Class A Common Stock by reason of its direct beneficial ownership of 5,514,889 shares of Class B Common Stock. GS Sunray Parallel may be deemed to beneficially own 1,624,272 shares of Class A Common Stock by reason of its direct beneficial ownership of 1,624,272 shares of Class B Common Stock.
Documents
Issuer
Hyatt Hotels Corp
CIK 0001468174
Entity typeoperating
IncorporatedIL
Related Parties
1- filerCIK 0001468174
Filing Metadata
- Form type
- 4
- Filed
- Jun 14, 8:00 PM ET
- Accepted
- Jun 15, 4:24 PM ET
- Size
- 18.4 KB