Edgar Filing: Hyatt Hotels Corp

SC 13D/A

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. 18)

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

330 N. Wabash, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 14, 2017

(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 11 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).


CUSIP No. 448579102		13D		Page 2 of 11 Pages


1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.
2.	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 7,795,115^*
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 7,795,115^*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,795,115^*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☒
13.	Percent of Class Represented by Amount in Row (11) 6.6%^*
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.

The Reporting Person is 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 Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the 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 November 15, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed November 15, 2017. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 118,896,334 shares of Common Stock outstanding as of November 15, 2017. 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 Person represent 10.1% of the total voting power of the Common Stock as of November 15, 2017. 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 November 15, 2017, which is comprised of 46,093,506 shares of Class A Common Stock and 72,802,828 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.


CUSIP No. 448579102		13D		Page 3 of 11 Pages


1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Penny Pritzker, individually
2.	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 35,332^*
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 35,332^*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,332^*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☒
13.	Percent of Class Represented by Amount in Row (11) Less than 0.1%^*
14.	Type of Reporting Person IN

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), and shares of the Issuer’s 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.

All references to the number of shares outstanding are as of November 15, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed November 15, 2017. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 118,896,334 shares of Common Stock outstanding as of November 15, 2017. 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 A Common Stock and Class B Common Stock owned by the Reporting Person represent less than 0.1% of the total voting power of the Common Stock as of November 15, 2017. 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 November 15, 2017, which is comprised of 46,093,506 shares of Class A Common Stock and 72,802,828 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.


CUSIP No. 448579102		13D		Page 4 of 11 Pages

EXPLANATORY NOTE: This Amendment No. 18 to Schedule 13D (“Amendment No. 18”) 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 150 North Riverside Plaza, Chicago, Illinois 60606. This Amendment No. 18 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 “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on September 9, 2010 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed by the Reporting Persons on May 18, 2011 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed by the Reporting Persons on November 29, 2011 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D filed by the Reporting Persons on January 4, 2012 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D filed by the Reporting Persons on August 22, 2012 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D filed by the Reporting Persons on December 4, 2012 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D filed by the Reporting Persons on December 18, 2012 (“Amendment No. 7”), Amendment No. 8 to Schedule 13D filed by the Reporting Persons on May 17, 2013 (“Amendment No. 8”), Amendment No. 9 to Schedule 13D filed by the Reporting Persons on June 6, 2013 (“Amendment No. 9”), Amendment No. 10 to Schedule 13D filed by the Reporting Persons on June 21, 2013 (“Amendment No. 10”), Amendment No. 11 to Schedule 13D filed by the Reporting Persons on September 6, 2013 (“Amendment No. 11”), Amendment No. 12 to Schedule 13D filed by the Reporting Persons on November 6, 2013 (“Amendment No. 12”), Amendment No. 13 to Schedule 13D filed by the Reporting Persons on March 4, 2015 (“Amendment No. 13”), Amendment No. 14 to Schedule 13D filed by the Reporting Persons on August 31, 2016 (“Amendment No. 14”), Amendment No. 15 to Schedule 13D filed by the Reporting Persons on December 9, 2016 (“Amendment No. 15”), Amendment No. 16 to Schedule 13D filed by the Reporting Persons on August 16, 2017 (“Amendment No. 16”) and Amendment No. 17 to Schedule 13D filed by the Reporting Persons on September 14, 2017 (“Amendment No. 17”). The Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17, is referred to as 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:

(a)-(b) As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 14,650 shares of Class A Common Stock and 7,815,797 shares of Class A Common Stock issuable upon conversion of 7,815,797 shares of Class B


CUSIP No. 448579102		13D		Page 5 of 11 Pages

Common Stock beneficially owned by the Reporting Persons. Based on the number of shares of Class B Common Stock outstanding as of November 15, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed November 15, 2017, the number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 10.7% of the total number of shares of Class B Common Stock outstanding. Based on the number of shares of Common Stock outstanding as of November 15, 2017, as adjusted, the number of shares of Common Stock beneficially owned by the Reporting Persons represents 6.6% of the total number of shares of Common Stock outstanding and 10.1% of the total voting power of the shares of Common Stock outstanding, voting as a single class, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

Schedule A attached to this Amendment No. 18 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 18 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 each Reporting Person.

P19M2 Investors II, L.L.C. is a manager-managed limited liability company formed for the purpose of acquiring shares of the Issuer’s Common Stock. It directly holds 273,776 shares of Class B Common Stock and has no voting or dispositive power with regard to the shares. P19M2 Investors II, L.L.C. is managed by Horton Trust Company LLC and is wholly owned by one or more of the trusts listed on Appendix A-1

Based solely on the information contained in the Form 4 filings filed on October 13, 2017, October 19, 2017 and October 23, 2017 by a Separately Filing Group Member, such Separately Filing Group Member sold an aggregate of 157,476 shares of Class A Common Stock and 44,524 shares of Class B Common Stock.

Based solely on the information contained in the Issuer’s Current Report on Form 8-K, filed on November 9, 2017, a Separately Filing Group Member entered into a purchase and sale agreement with the Issuer on November 8, 2017, pursuant to which the Issuer agreed to repurchase an aggregate of 675,978 shares of Class B Common Stock from the Separately Filing Group Members for $68.6468 per share. The transaction closed on November 9, 2017.

Based solely on the information contained in the Issuer’s Current Report on Form 8-K, filed on November 9, 2017 and the Issuer’s Current Report on Form 8-K, filed on November 15, 2017, a Separately Filing Group Member entered into a purchase and sale agreement with the Issuer on November 9, 2017, pursuant to which the Issuer agreed to repurchase an aggregate of 600,000 shares of Class B Common Stock from the Separately Filing Group Members for $69.4146 per share. The transaction closed on November 14, 2017.


CUSIP No. 448579102		13D		Page 6 of 11 Pages

Based solely on the information contained in the Schedule 13Ds, as amended, filed by the Separately Filing Group Members, as of the date hereof, the Pritzker Family Group in the aggregate may be deemed to be the beneficial owners of 147,547 shares of currently issued Class A Common Stock and 70,532,433 shares of Class A Common Stock issuable upon conversion of 70,532,433 shares of Class B Common Stock beneficially owned by the Pritzker Family Group. The number of shares of Class A Common Stock beneficially owned by the Pritzker Family Group and currently issued represents 0.3% of the total number of shares of Class A Common Stock outstanding, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. The number of shares of Class B Common Stock beneficially owned by the Pritzker Family Group represents 96.9% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Pritzker Family Group represents 59.4% of the total number of shares of Common Stock outstanding and 91.1% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

Schedule B attached to this Amendment No. 18 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 18 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 regard 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: November 21, 2017


Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.

By:		/s/ Ronald Wray
		Name: Ronald Wray
		Title Chief Operating Officer


/s/ Penny Pritzker Penny Pritzker, individually

[Signature Page to Amendment No. 18 to Schedule 13D]


CUSIP No. 448579102		13D		Page 8 of 11 Pages

Appendix A-1


Trust Name		Jurisd. of Org.
A.N.P. Trust #31		Illinois
A.N.P. Trust #34-Penny		Illinois
A.N.P. Trust #36-Penny		Illinois
A.N.P. Trust #37		Illinois
A.N.P. Trust #40-Penny		Illinois
A.N.P. Trust #42-Penny		Illinois
Don G.C. Trust #8		N/A
Donald Pritzker Traubert GST Trust		Illinois
Rose Pritzker Traubert GST Trust		Illinois
P.G. Penny Trust		Illinois
RA G.C. Trust #8		Illinois
F.L.P. Trust #19		Illinois
T-551-10FD2		Bahamas
1740 #34FD2		Bahamas


CUSIP No. 448579102		13D		Page 9 of 11 Pages

Schedule A

Certain Information Regarding the

Reporting Persons¹

Class A
Common Stock²

Class B
Common Stock³

% of Total
Common
Stock⁴

% of Total
Voting Power⁵

Name of Beneficial Owner

Shares

% of
Class A

Shares

% of
Class B

Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.

—

7,795,115

10.7

6.6

10.1

Penny Pritzker, individually

14,650

20,682

*	Less than 1% beneficial ownership

¹	All references to the number of shares outstanding are as of November 15, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed November 15, 2017.

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 46,093,506 shares of Class A Common Stock outstanding as of November 15, 2017, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 72,802,828 shares of Class B Common Stock outstanding as of November 15, 2017, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock..

⁴	The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 46,093,506 shares of Class A Common Stock and 72,802,828 shares of Class B Common Stock outstanding as of November 15, 2017.

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 November 15, 2017, which is comprised of 46,093,506 shares of Class A Common Stock and 72,802,828 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.


CUSIP No. 448579102		13D		Page 10 of 11 Pages

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
Separately Filing Group Member	Shares		% of Class A		Shares		% of Class B			% of Total Common Stock⁴			% of Total Voting Power⁵
CIBC Trust Company (Bahamas) Limited in its capacity as trustee and Other Reporting Persons⁶		—		—		781,807		1.1	%		0.7	%		1.0	%
Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons⁷		1,410		*		22,520,767		30.9	%		18.9	%		29.1	%
Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons⁸		—		—		70,000		*			*			*
Trustees of the Jennifer N. Pritzker Family Trusts and Other Reporting Persons⁹		8,470		*		2,420,151		3.3	%		2.0	%		3.1	%
Trustees of the Linda Pritzker Family Trusts¹⁰		—		—		—		—			—			—
Trustees of the Karen L. Pritzker Family Trusts¹¹		—		—		8,584,104		11.8	%		7.2	%		11.1	%
Trustee of the Penny Pritzker Family Trusts and Other Reporting Persons¹²		14,650		*		7,815,797		10.7	%		6.6	%		10.1	%
Trustees of the Daniel F. Pritzker Family Trusts and Other Reporting Persons¹³		123,017		*		6,441,983		8.8	%		5.5	%		8.3	%
The Anthony N. Pritzker Family Foundation¹⁴		—		—		1,830,094		2.5	%		1.5	%		2.4	%
Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons¹⁵		—		—		18,837,636		25.9	%		15.8	%		24.3	%
The Pritzker Family Foundation¹⁶		—		—		1,230,094		1.7	%		1.0	%		1.6	%
Pritzker Family Group Totals		147,547		*		70,532,433		96.9	%		59.4	%		91.1	%

*	Less than 1% beneficial ownership

¹	All references to the number of shares outstanding are as of November 15, 2017, as reported in the Issuer’s Current Report on Form 8-K, filed November 15, 2017.

⁴	The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 46,093,506 shares of Class A Common Stock and 72,802,828 shares of Class B Common Stock outstanding as of November 15, 2017.

⁵

⁶

See the Schedule 13D filed on August 26, 2010, as amended, 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.

⁷

See the Schedule 13D filed on August 26, 2010, as amended, 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. Thomas J. Pritzker holds 119,707 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $40.96, 127,410 SARs that are currently exercisable at an exercise price of $41.74, 140,601 SARs that are currently exercisable at an exercise price of $41.29, 207,381 SARs that are currently exercisable at an exercise price of $43.44, 105,141 SARs that are currently exercisable at an exercise price of $49.39, 90,176 SARs that are currently exercisable at an exercise price of $56.27 and 68,775 SARs that are currently exercisable at an exercise price of $47.36. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not currently determinable and therefore not included in the table above because each SAR gives the holder the right to receive a number of shares of Class A Common Stock equal to the excess of the value of one share of A Common Stock at the exercise date, which is not determinable until the date of exercise, over the exercise price.


CUSIP No. 448579102		13D		Page 11 of 11 Pages

⁸

⁹

See the Schedule 13D filed on August 26, 2010, as amended, 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.

¹⁰

See the Schedule 13D filed on August 26, 2010, as amended, 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.

¹¹

See the Schedule 13D filed on August 26, 2010, as amended, 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.

¹²

See the Schedule 13D filed on August 26, 2010, as amended, 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.

¹³

¹⁴

¹⁵

See the Schedule 13D filed on August 26, 2010, as amended, 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.

¹⁶

See the Schedule 13D filed on August 26, 2010, as amended, 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.