SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)*
Hyatt Hotels Corporation
(Name of issuer)
Class A Common Stock, $0.01 par value per share
(Title of class of securities)
448579102
(CUSIP number)
Michael A. Pucker, Esq.
Cathy A. Birkeland, Esq.
Latham & Watkins LLP
233 S. Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700
(Name, address and telephone number of person authorized to receive notices and communications)
September 3, 2010
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
(Continued on following pages)
(Page 1 of 9 Pages)
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| 1. |
Names of reporting persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely as co-trustees of the U.S. Situs Trusts (as defined in the Schedule 13D) listed on Appendix A. | |||||
| 2. | Check the appropriate box if a member of a group (a) x (b) ¨
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| 3. | SEC use only
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| 4. | Source of funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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| 6. | Citizenship or place of organization
United States | |||||
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Number of shares beneficially owned by each reporting person with |
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
5,149,874* | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
5,149,874* | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
5,149,874* | |||||
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares x
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| 13. |
Percent of class represented by amount in Row (11)
3.0%* | |||||
| 14. |
Type of reporting person
OO | |||||
* Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). 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.
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The Reporting Persons (as defined in the Schedule 13D) are party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Persons and the Separately Filing Group Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.
All references to the number of shares outstanding are as of July 31, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, as adjusted to account for 539,588 shares of Class B Common Stock that were converted into shares of Class A Common Stock in connection with the Distribution (as defined in the Schedule 13D). The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 173,922,706 shares of Common Stock outstanding as of July 31, 2010. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Class B Common Stock owned by the Reporting Persons represent 3.8% of the total voting power of the Common Stock as of July 31, 2010, as adjusted. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of July 31, 2010, as adjusted, which is comprised of 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
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EXPLANATORY NOTE: This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation, a Delaware corporation (the “Issuer”), which has its principal executive office at 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606. This Amendment No. 1 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Issuer on August 26, 2010 (the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein. Only those items amended are reported herein.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and supplemented as follows:
Based solely on the information contained in amendments to the Schedule 13Ds filed by certain Separately Filing Group Members on September 8, 2010, certain of the Separately Filing Group Members transferred shares of Common Stock to other Separately Filing Group Members. These transactions did not impact the number of shares or percentage of Common Stock beneficially owned by the Reporting Persons or the Pritzker Family Group.
Schedule B attached to this Amendment No. 1 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 1 sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by the Reporting Persons and each Separately Filing Group Member. All information with respect to the Separately Filing Group Members is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 8, 2010
| U.S. Situs Trusts |
| /s/ Thomas J. Pritzker |
| Thomas J. Pritzker, not individually, but solely in the capacity as co-trustee of the U.S. Situs Trusts listed on Appendix A. |
| /s/ Marshall E. Eisenberg |
| Marshall E. Eisenberg, not individually, but solely in the capacity as co-trustee of the U.S. Situs Trusts listed on Appendix A. |
| /s/ Karl J. Breyer |
| Karl J. Breyer, not individually, but solely in the capacity as co-trustee of the U.S. Situs Trusts listed on Appendix A. |
[Signature Page to Amendment No. 1 to Schedule 13D]
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Appendix A
U.S. Situs Trusts
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Schedule B
Certain Information Regarding the
Separately Filing Group Members1
| Class A Common Stock2 |
Class B Common Stock3 |
% of
Total Common Stock4 |
% of
Total Voting Power5 |
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| Separately Filing Group Member |
Shares | % of Class A |
Shares | % of Class B |
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| Co-Trustees of the U.S. Situs Trusts6 |
— | — | 5,149,874 | 4.0 | % | 3.0 | % | 3.8 | % | ||||||
| Trustee of the Non-U.S. Situs Trusts7 |
— | — | 4,698,863 | 3.6 | % | 2.7 | % | 3.5 | % | ||||||
| Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons8 |
— | — | 18,044,396 | 13.9 | % | 10.4 | % | 13.5 | % | ||||||
| Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons9 |
— | — | 5,846,633 | 4.5 | % | 3.4 | % | 4.4 | % | ||||||
| Trustees of the James N. Pritzker Family Trusts and Other Reporting Persons10 |
8,470 | * | 7,055,432 | 5.4 | % | 4.1 | % | 5.3 | % | ||||||
| Trustees of the John A. Pritzker Family Trusts11 |
— | — | — | — | — | — | |||||||||
| Trustees of the Linda Pritzker Family Trusts and Other Reporting Persons12 |
— | — | — | — | — | — | |||||||||
| Trustees of the Karen L. Pritzker Family Trusts13 |
— | — | 8,584,104 | 6.6 | % | 4.9 | % | 6.4 | % | ||||||
| Trustees of the Penny Pritzker Family Trusts and Other Reporting Persons14 |
1,651 | * | 8,731,294 | 6.7 | % | 5.0 | % | 6.5 | % | ||||||
| Trustees of the Daniel F. Pritzker Family Trusts15 |
— | 10,001,457 | 7.7 | % | 5.8 | % | 7.5 | % | |||||||
| Trustees of the Anthony N. Pritzker Family Trusts16 |
— | — | 9,524,762 | 7.4 | % | 5.5 | % | 7.1 | % | ||||||
| Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons17 |
— | — | 16,879,919 | 13.0 | % | 9.7 | % | 12.6 | % | ||||||
| Trustees of the Jay Robert Pritzker Family Trusts18 |
— | — | 9,316,593 | 7.2 | % | 5.4 | % | 7.0 | % | ||||||
| Trustee of the Richard Pritzker Family Trusts19 |
— | — | 520,587 | 0.4 | % | 0.3 | % | 0.4 | % | ||||||
| Pritzker Family Group Totals |
10,121 | * | 104,353,914 | 80.6 | % | 60.0 | % | 77.9 | % | ||||||
| * | Less than 1% beneficial ownership |
| 1 | All references to the number of shares outstanding are as of July 31, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, as adjusted to account for 539,588 shares of Class B Common Stock that were converted into shares of Class A Common Stock in connection with the Distribution. |
| 2 | The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,456,706 shares of the Class A Common Stock outstanding as of July 31, 2010, as adjusted, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. |
| 3 | The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 129,466,000 shares of Class B Common Stock outstanding as of July 31, 2010, as adjusted. |
| 4 | The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock outstanding as of July 31, 2010, as adjusted. |
| 5 | With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of July 31, 2010, as adjusted, which is comprised of 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. |
| 6 | See the Schedule 13D filed on August 26, 2010 by Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as co-trustees of the U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 7 | See the Schedule 13D filed on August 26, 2010 by the CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 8 | See Amendment No. 1 to the Schedule 13D filed on September 8, 2010 by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 9 | See the Schedule 13D filed on August 26, 2010 by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 10 | See the Schedule 13D filed on August 26, 2010 by Charles E. Dobrusin and Harry B. Rosenberg, not individually, but solely as co-trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 11 | See the Schedule 13D filed on August 26, 2010 by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
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| 12 | See Amendment No. 1 to the Schedule 13D filed on September 8, 2010 by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 13 | See the Schedule 13D filed on August 26, 2010 by Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 14 | See the Schedule 13D filed on August 26, 2010 by John Kevin Poorman, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 15 | See the Schedule 13D filed on August 26, 2010 by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 16 | See the Schedule 13D filed on August 26, 2010 by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 17 | See Amendment No. 1 to the Schedule 13D filed on September 8, 2010 by Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely as trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein on, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 18 | See the Schedule 13D filed on August 26, 2010 by Thomas J. Muenster, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |
| 19 | See the Schedule 13D filed on August 26, 2010 by CIBC Trust Company (Bahamas) Limited, solely as trustee of the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. |