FRIEDMAN RICHARD A 4
4 · Hyatt Hotels Corp · Filed Aug 16, 2017
Insider Transaction Report
Form 4
FRIEDMAN RICHARD A
Director
Transactions
- Conversion
Class A Common Stock
[F4][F3][F1][F2][F5]2017-08-14+8,654,050→ 8,963,025 total(indirect: See footnotes) - Sale
Class A Common Stock
[F2][F5][F1][F3][F4]2017-08-14$57.58/sh−8,654,050$498,300,199→ 308,975 total(indirect: See footnotes) - Conversion
Class B Common Stock
[F3][F4][F1][F2]2017-08-14−8,654,050→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (8,654,050 underlying)
Footnotes (5)
- [F1]The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("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]Pursuant to an underwriting agreement, dated August 8, 2017 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.01 per share (the "Common Stock"), of Hyatt Hotels Corporation (the "Company"), pursuant to the final prospectus supplement dated August 8, 2017, which offering was consummated on August 14, 2017 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from GS Sunray I, GS Sunray II and GS Sunray Parallel (the "Selling Stockholders"). The Selling Stockholders sold an aggregate of 8,654,050, shares of Common Stock, consisting of 3,771,608 shares of Common Stock sold by GS Sunray I, 3,771,608 shares of Common Stock sold by GS Sunray II and 1,110,834 shares of Common Stock sold by GS Sunray Parallel.
- [F3]On August 14, 2017, 8,654,050 shares of Class B Common Stock beneficially owned directly by the Sunray Entities were converted into 8,654,050 shares of Common Stock.
- [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.
- [F5]GS Group beneficially owns directly 7,096 shares of Class A Common Stock and may be deemed to beneficially own 32,610 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 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. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 269,269 shares of Class A Common Stock and Goldman Sachs also had open short positions of 20,329 shares of Class A Common Stock, reflecting changes due to exempt transactions.
Signature
/s/ Yvette Kosic, Attorney-in-fact|2017-08-16