Hyatt Hotels Corp 4
4 · Hyatt Hotels Corp · Filed Jul 27, 2012
Insider Transaction Report
Form 4
TGFJ Trust 1
Other
Transactions
- Other
Class B Common Stock
2012-07-27+1,325,000→ 1,325,000 total(indirect: See Footnote 2)→ Class A Common Stock (1,325,000 underlying) - Other
Class B Common Stock
2012-07-27−1,325,000→ 0 total→ Class A Common Stock (1,325,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]The Reporting Person is an existing trust. On July 27, 2012, the Reporting Person contributed its 1,325,000 shares of Class B Common Stock to TGFJ H Company LP, a newly formed limited partnership, whose general partner is TGFJ GP LLC and whose limited partner is the Reporting Person. The Reporting Person is the sole member of TGFJ GP LLC, the general partner.
- [F3]No consideration was paid in connection the contribution, which represents a change in the form of ownership by the Reporting Person and constitutes a "permitted transfer" as defined in the Issuer's Amended and Restated Certificate of Incorporation. TGFJ H Company LP, the newly formed limited partnership receiving the shares, has executed a joinder to and become subject to the provisions of the Amended and Restated Global Hyatt Agreement. Accordingly, immediately following such contribution, the shares remained shares of Class B Common Stock.