Hyatt Hotels Corp 4
4 · Hyatt Hotels Corp · Filed Dec 19, 2016
Insider Transaction Report
Form 4
FRIEDMAN RICHARD A
Director
Transactions
- Award
Class A Common Stock
[F3][F1][F2]2016-12-15+329→ 186,376 total(indirect: See footnotes)
Holdings
- 12,654,050(indirect: See footnotes)
Class B Common Stock
[F4][F1]Exercise: $0.00→ Class A Common Stock (12,654,050 underlying)
Footnotes (4)
- [F1]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F2]On December 15, 2016, 329 shares of Class A Common Stock were granted to the Reporting Person in his capacity as a director of Hyatt Hotels Corporation (the "Company") pursuant to the Third Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan under the Hyatt Hotels Corporation Non-Employee Director Compensation Program (the "Plan"). The Reporting Person has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group.
- [F3]GS Group beneficially owns directly 7,096 shares of Class A Common Stock and may be deemed to beneficially own 29,591 shares of Class A Common Stock that were granted to the Reporting Person in his capacity as a director of the Company pursuant to the Plan. The Reporting Person has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 149,689 shares of Class A Common Stock and Goldman Sachs also had open short positions of 33,771 shares of Class A Common Stock, reflecting changes due to exempt transactions.
- [F4]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 be deemed to beneficially own indirectly 12,654,050 shares of 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 certain investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or the managing partner. Goldman Sachs is the investment manager for certain of the investment partnerships.
Signature
/s/ Yvette Kosic, Attorney-in-fact|2016-12-19