0001193125-11-345865.txt : 20111219 0001193125-11-345865.hdr.sgml : 20111219 20111219172726 ACCESSION NUMBER: 0001193125-11-345865 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111219 DATE AS OF CHANGE: 20111219 GROUP MEMBERS: CIBC TRUST CO (BAHAMAS) LTD GROUP MEMBERS: JOHN A. MILLER GROUP MEMBERS: THOMAS J. PRITZKER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EISENBERG MARSHALL E CENTRAL INDEX KEY: 0001056938 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: TWO NORTH LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hyatt Hotels Corp CENTRAL INDEX KEY: 0001468174 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 201480589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85070 FILM NUMBER: 111270079 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 750-1234 MAIL ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 d270257dsc13da.htm AMENDMENT NUMBER 4 TO SCHEDULE 13D Amendment Number 4 to Schedule 13D

 

 

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. 4)

 

 

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)

December 16, 2011

(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.    ¨

(Page 1 of 19 Pages)

(Continued on following 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 19 Pages

 

  1.   

Names of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Marshall E. Eisenberg, not individually, but solely as trustee of the trusts listed on Appendix A-1.

  2.  

Check the Appropriate Box if a Member of a Group

(a)  x        (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

 

6,117,656*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

6,117,656*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,117,656*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares     

 

x

13.

 

Percent of Class Represented by Amount in Row (11)

 

3.7%*

14.

 

Type of Reporting Person

 

OO


CUSIP No. 448579102   13D   Page  3  of 19 Pages

 

 

* 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 October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 165,158,639 shares of Common Stock outstanding as of October 28, 2011. 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 4.9% of the total voting power of the Common Stock as of October 28, 2011. 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 October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 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 19 Pages

 

  1.   

Names of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

 

CIBC Trust Company (Bahamas) Limited, not individually, but solely as trustee of the trusts listed on Appendix A-2.

  2.  

Check the Appropriate Box if a Member of a Group

(a)  x        (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

 

Bahamian International Business Company

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

921,888*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

921,888*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

921,888*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x

13.

 

Percent of Class Represented by Amount in Row (11)

 

0.6%*

14.

 

Type of Reporting Person

 

OO


CUSIP No. 448579102   13D   Page  5  of 19 Pages

 

 

* 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 October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 165,158,639 shares of Common Stock outstanding as of October 28, 2011. 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 0.7% of the total voting power of the Common Stock as of October 28, 2011. 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 October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 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  6  of 19 Pages

 

  1.   

Names of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

 

John A. Miller, not individually, but solely as trustee of the trusts listed on Appendix A-3.

  2.  

Check the Appropriate Box if a Member of a Group

(a)  x        (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

 

11,664,852*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

11,664,852*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,664,852*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

x

13.

 

Percent of Class Represented by Amount in Row (11)

 

7.1%*

14.

 

Type of Reporting Person

 

OO


CUSIP No. 448579102   13D   Page  7  of 19 Pages

 

 

* 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, 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 October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 165,158,639 shares of Common Stock outstanding as of October 28, 2011. 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 9.3% of the total voting power of the Common Stock as of October 28, 2011. 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 October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 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  8  of 19 Pages

 

  1.   

Names of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Thomas J. Pritzker, individually

  2.  

Check the Appropriate Box if a Member of a Group

(a)  x        (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

 

0*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

0*

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0*

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares    

 

x

13.

 

Percent of Class Represented by Amount in Row (11)

 

0%*

14.

 

Type of Reporting Person

 

IN


CUSIP No. 448579102   13D   Page  9  of 19 Pages

 

 

* 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, 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.

Thomas J. Pritzker holds 29,926 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $40.96. 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 information 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  10  of 19 Pages

 

EXPLANATORY NOTE: This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) 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. 4 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 with respect to the Issuer on September 8, 2010 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed by the Reporting Persons with respect to the Issuer on May 18, 2011 (“Amendment No. 2”) and Amendment No. 3 to Schedule 13D filed by the Reporting Persons with respect to the Issuer on November 29, 2011 (“Amendment No. 3”). The Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3, 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 2. Identity and Background

Item 2 of the Schedule 13D is amended by deleting the first paragraph thereof and replacing such paragraph with the following:

(a)-(c) This Schedule 13D is being filed by Marshall E. Eisenberg, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-1 (the “U.S. Trustee”); CIBC Trust Company (Bahamas) Limited, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-2 (the “Non-U.S. Trustee”); John A. Miller, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-3 (“John A. Miller, as Trustee”); and Thomas J. Pritzker, individually (together with the U.S. Trustee, the Non-U.S. Trustee and John A. Miller, as Trustee, the “Reporting Persons”).

Item 2 of the Schedule 13D is amended and supplemented by adding the following as the final sentence of the second paragraph thereof:

The address of the principal business and principal office of Thomas J. Pritzker is c/o Hyatt Hotels Corp., 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606.


CUSIP No. 448579102   13D   Page  11  of 19 Pages

 

Item 2 of Schedule 13D is amended by deleting the third paragraph thereof and replacing such paragraph with the following:

The U.S. Trustee, the Non-U.S. Trustee and John A. Miller, as Trustee, are principally engaged in the business of investing the assets of the trusts for the benefit of the beneficiaries of such trusts. Thomas J. Pritzker serves as executive chairman of the board of directors of the Issuer; is Chairman and Chief Executive Officer of The Pritzker Organization, the principal financial and investment advisor to various Pritzker family business interests; is Chairman of Marmon Holdings, Inc.; is a Director of Royal Caribbean Cruises Ltd.; is a Director and Vice President of The Pritzker Foundation, a charitable foundation; is a Director and President of the Pritzker Family Philanthropic Fund, a charitable organization; and is Chairman and President of The Hyatt Foundation, a charitable foundation which established The Pritzker Architecture Prize.

Item 2 of the Schedule 13D is amended and supplemented as follows:

The Reporting Persons have entered into a Joint Filing Agreement, dated as of December 16, 2011, a copy of which is attached as Exhibit 10 to this Amendment No. 4.

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented as follows:

On December 16, 2011, Marshall E. Eisenberg resigned as trustee of the trusts listed on Appendix A-4 hereto and John A. Miller was appointed as trustee of such trusts. Because Marshall E. Eisenberg has resigned as trustee of the trusts listed on Appendix A-4 hereto, he is no longer a reporting person for the shares of Class B Common Stock held by such trusts. No consideration was paid in connection with the appointment of John A. Miller as trustee of the trusts listed on Appendix A-4 hereto and such appointment constitutes a “Permitted Transfer” as defined under the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the shares of Class B Common Stock held by the trusts listed on Appendix A-4 hereto remain shares of Class B Common Stock following the appointment of John A. Miller as trustee of such trusts.

 

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows:

On December 16, 2011, Marshall E. Eisenberg resigned as trustee of the trusts listed on Appendix A-4 hereto and John A. Miller was appointed as trustee of such trusts. Because Marshall E. Eisenberg has resigned as trustee of the trusts listed on Appendix A-4 hereto, he is no longer a reporting person for the shares of Class B Common Stock held by such trusts. The appointment of John A. Miller as trustee of the trusts listed on Appendix A-4 hereto constitutes a “Permitted Transfer” as defined under the Issuer’s Amended and


CUSIP No. 448579102   13D   Page  12  of 19 Pages

 

Restated Certificate of Incorporation and, accordingly, the shares of Class B Common Stock held by the trusts listed on Appendix A-4 hereto remain shares of Class B Common Stock following the appointment of John A. Miller as trustee of such trusts.

 

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and supplemented as follows:

Schedule A attached to this Amendment No. 4 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 4 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. Certain shares beneficially owned by John A. Miller, as Trustee, are held indirectly by T11M2 HHC, L.L.C. and THHC, L.L.C., both of which are member-managed Delaware limited liability companies formed for the purpose of acquiring shares of the Issuer’s Common Stock. The limited liability companies are wholly owned by one or more of the trusts listed on Appendix A-3 and have no voting or dispositive power with regard to the shares.

The resignation of Marshall E. Eisenberg and the appointment of John A. Miller as trustee of the trusts listed on Appendix A-4 hereto did not impact the number of shares or the percentage of the Common Stock beneficially owned by the Pritzker Family Group.

(c) On December 16, 2011, Marshall E. Eisenberg resigned as trustee of the trusts listed on Appendix A-4 hereto and John A. Miller was appointed as trustee of such trusts. Because Marshall E. Eisenberg has resigned as trustee of the trusts listed on Appendix A-4 hereto, he is no longer a reporting person for the shares of Class B Common Stock held by such trusts. The appointment of John A. Miller as trustee of the trusts listed on Appendix A-4 hereto constitutes a “Permitted Transfer” as defined under the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the shares of Class B Common Stock held by the trusts listed on Appendix A-4 hereto remain shares of Class B Common Stock following the appointment of John A. Miller as trustee of such trusts.


CUSIP No. 448579102   13D   Page  13  of 19 Pages

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and supplemented by adding the following as the penultimate paragraph of the section titled “Amended and Restated Global Hyatt Agreement”:

On December 16, 2011, John A. Miller, not individually, but solely as trustee of the trusts listed on Appendix A-4, executed a joinder to, and thereby became subject to the provisions of, the Global Hyatt Agreement.

Item 6 of the Schedule 13D is amended and supplemented by adding the following as the penultimate paragraph of the section titled “Amended and Restated Agreement Relating to Stock”:

On December 16, 2011, John A. Miller, not individually, but solely as trustee of the trusts listed on Appendix A-4, executed a joinder to, and thereby became subject to the provisions of, the Agreement Relating to Stock.

 

Item 7. Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows:

 

Exhibit 10    Joint Filing Agreement, dated as of December 16, 2011, by and among Marshall E. Eisenberg, not individually, but solely as trustee of the trusts listed on Schedule 1 thereto, CIBC Trust Company (Bahamas) Limited, not individually, but solely as trustee of the trusts listed on Schedule 2 thereto, John A. Miller, not individually, but solely as trustee of the trusts listed on Schedule 3 thereto, and Thomas J. Pritzker, pursuant to Rule 13D-1(k) of the Securities Exchange Act of 1934, as amended.


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: December 19, 2011

 

/s/    Marshall E. Eisenberg

Marshall E. Eisenberg, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-1.
CIBC Trust Company (Bahamas) Limited, solely as trustee of the trusts listed on Appendix A-2.
By:  

/s/     Schevon Miller

  Schevon Miller
  Authorized Signatory*
By:  

/s/    Carlis E. Chisholm

  Carlis E. Chisholm
  Authorized Signatory*

/s/    John A. Miller

John A. Miller, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-3.

/s/    Thomas J. Pritzker

Thomas J. Pritzker, individually

 

 

* A Secretary’s Certificate evidencing the authority of such persons to sign and file this Amendment No. 4 on behalf of CIBC Trust Company (Bahamas) Limited was previously filed as Exhibit 6 to the Schedule 13D and is incorporated herein by reference.

[Signature Page to Amendment No. 4 to Schedule 13D]


CUSIP No. 448579102   13D   Page  15  of 19 Pages

 

Appendix A-1

 

Name of Trusts

  

Jurisd.
of Org.

P.G. Tom Trust M

   Illinois

A.N.P. Trust #8M8

   Illinois

A.N.P. Trust #12M5

   Illinois


CUSIP No. 448579102   13D   Page  16  of 19 Pages

 

Appendix A-2

 

Name of Trusts

  

Jurisd.

of Org.

Settlement T-551-1FD

   Bahamas

T-1740-27FD

   Bahamas

Settlement T-2113AFD

   Bahamas


CUSIP No. 448579102   13D   Page  17  of 19 Pages

 

Appendix A-3

 

Name of Trusts

  

Jurisd.
of Org.

A.N.P. Trust #8M7

   Illinois

A.N.P. Trust #12M4

   Illinois

A.N.P. Trust #13A-Tom M3

   Illinois

A.N.P. Trust #14M4

   Illinois

A.N.P. Trust #14M5

   Illinois

A.N.P. Trust #11M3

   Illinois

A.N.P. Trust #11M4

   Illinois

F.L.P. Trust #11M2

   Illinois

F.L.P. Trust #11M5

   Illinois

LaSalle Trust #13M3

   Illinois

Belleview Trust (OR 37) M2

   N/A

Bly Trust (OR 38) M2

   N/A

Canyonville Trust (OR 39) M2

   N/A

Vale Trust (OR 189) M2

   N/A

Heppner Trust (OR 190) M2

   N/A

Moro Trust (OR 191) M1

   N/A

Tillamook Trust (OR 192) M1

   N/A

Newman Trust (WA 57) M1

   Illinois

Rock Trust (WA 58) M1

   Illinois

Roosevelt Trust (WA 59) M1

   Illinois

Shannon Trust (WA 60) M1

   Illinois

Stevens Trust (WA 61) M1

   Illinois

Spectacle Trust (WA 62) M1

   Illinois

Galispell Trust (WA 63) M1

   Illinois

West Trust (WA 64) M1

   Illinois

Lummi Trust (WA 141) M3

   Illinois

ShoalwaterTrust (WA 142) M3

   Illinois

Hoh Trust (WA 143) M1

   Illinois

Quiliayute Trust (WA 144) M3

   Illinois

Klickitat Trust (WA 149) M2

   Illinois

Willapa Trust (WA 150) M3

   Illinois

Snow Trust (WA 151) M2

   Illinois

ECI QSST Trust #4M3

   Illinois

Don G C. Trust #1M4

   N/A

RA G.C. Trust #1M3

   Illinois

LaSalle G.G. Trust #2M1

   Illinois

A.N.P. Trust #18-Thomas M6

   Illinois

LaSalle Trust #42M4

   Illinois

ECI QSST Trust #5M2

   Illinois

LaSalle Trust #44M3

   Illinois

ECI QSST Trust #6M2

   Illinois


CUSIP No. 448579102   13D   Page  18  of 19 Pages

 

Appendix A-4

 

Name of Trusts

  

Jurisd.
of Org.

LaSalle Trust #13M3

   Illinois

Belleview Trust (OR 37) M2

   N/A

Bly Trust (OR 38) M2

   N/A

Canyonville Trust (OR 39) M2

   N/A

Vale Trust (OR 189) M2

   N/A

Heppner Trust (OR 190) M2

   N/A

Moro Trust (OR 191) M1

   N/A

Tillamook Trust (OR 192) M1

   N/A

Newman Trust (WA 57) M1

   Illinois

Rock Trust (WA 58) M1

   Illinois

Roosevelt Trust (WA 59) M1

   Illinois

Shannon Trust (WA 60) M1

   Illinois

Stevens Trust (WA 61) M1

   Illinois

Spectacle Trust (WA 62) M1

   Illinois

Galispell Trust (WA 63) M1

   Illinois

West Trust (WA 64) M1

   Illinois

Lummi Trust (WA 141) M3

   Illinois

ShoalwaterTrust (WA 142) M3

   Illinois

Hoh Trust (WA 143) M1

   Illinois

Quiliayute Trust (WA 144) M3

   Illinois

Klickitat Trust (WA 149) M2

   Illinois

Willapa Trust (WA 150) M3

   Illinois

Snow Trust (WA 151) M2

   Illinois

ECI QSST Trust #4M3

   Illinois

Don G C. Trust #1M4

   N/A

RA G.C. Trust #1M3

   Illinois

LaSalle G.G. Trust #2M1

   Illinois

A.N.P. Trust #18-Thomas M6

   Illinois

LaSalle Trust #42M4

   Illinois

ECI QSST Trust #5M2

   Illinois

LaSalle Trust #44M3

   Illinois

ECI QSST Trust #6M2

   Illinois


CUSIP No. 448579102   13D   Page  19  of 19 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
             

Marshall E. Eisenberg, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-1.

     —           —           6,117,656         5.1     3.7     4.9

CIBC Trust Company (Bahamas) Limited, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-2.

     —           —           921,888         0.8     0.6     0.7

John A. Miller, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-3.

     —           —           11,664,852         9.7     7.1     9.3

Thomas J. Pritzker, individually6

     —           —           —           —          —          —     

 

1 

All references to the number of shares outstanding are as of October 28, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.

 

2 

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,680,334 shares of the Class A Common Stock outstanding as of October 28, 2011, 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 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011.

 

4 

The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,680,334 shares of Class A Common Stock and 120,478,305 shares of Class B Common Stock outstanding as of October 28, 2011.

 

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 October 28, 2011, which is comprised of 44,680,334 shares of Class A Common Stock and 120,478,305 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 

Thomas J. Pritzker holds 29,926 SARs that are currently exercisable at an exercise price of $40.96. 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.


EXHIBIT 10

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation beneficially owned by them on a combined basis, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

The undersigned shall not be deemed to admit that the undersigned was required to file a statement on Schedule 13D by reason of entering into this Joint Filing Agreement.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

When this Joint Filing Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Joint Filing Agreement shall be construed as granting any power over a trustee’s individual affairs or imposing any liability on any such trustee personally for breaches of any representations or warranties made hereunder or personally to pay any amounts required to be paid hereunder, or personally to perform any covenant, either express or implied, contained herein. Any liability of a trust or trustee hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

Signature Page Follows


In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 19th day of December, 2011.

 

/s/    Marshall E. Eisenberg

Marshall E. Eisenberg, not individually, but solely in the capacity as trustee of the trusts listed on Schedule 1.
CIBC Trust Company (Bahamas) Limited, solely as trustee of the trusts listed on Schedule 2.
By:  

/s/    Schevon Miller

  Schevon Miller
  Authorized Signatory*
By:  

/s/    Carlis E. Chisholm

  Carlis E. Chisholm
  Authorized Signatory*

/s/    John A. Miller

John A. Miller, not individually, but solely in the capacity as trustee of the trusts listed on Schedule 3.

/s/    Thomas J. Pritzker

Thomas J. Pritzker, individually

 

 

* A Secretary’s Certificate evidencing the authority of such persons to sign and file this Joint Filing Agreement on behalf of CIBC Trust Company (Bahamas) Limited was previously filed as Exhibit 6 to the Schedule 13D and is incorporated herein by reference.

[Signature Page to Joint Filing Agreement]


Schedule 1

 

Name of Trusts

  

Jurisd.
of Org.

P.G. Tom Trust M

   Illinois

A.N.P. Trust #8M8

   Illinois

A.N.P. Trust #12M5

   Illinois


Schedule 2

 

Name of Trusts

  

Jurisd.

of Org.

Settlement T-551-1FD

   Bahamas

T-1740-27FD

   Bahamas

Settlement T-2113AFD

   Bahamas


Schedule 3

 

Name of Trusts

  

Jurisd.
of Org.

A.N.P. Trust #8M7

   Illinois

A.N.P. Trust #12M4

   Illinois

A.N.P. Trust #13A-Tom M3

   Illinois

A.N.P. Trust #14M4

   Illinois

A.N.P. Trust #14M5

   Illinois

A.N.P. Trust #11M3

   Illinois

A.N.P. Trust #11M4

   Illinois

F.L.P. Trust #11M2

   Illinois

F.L.P. Trust #11M5

   Illinois

LaSalle Trust #13M3

   Illinois

Belleview Trust (OR 37) M2

   N/A

Bly Trust (OR 38) M2

   N/A

Canyonville Trust (OR 39) M2

   N/A

Vale Trust (OR 189) M2

   N/A

Heppner Trust (OR 190) M2

   N/A

Moro Trust (OR 191) M1

   N/A

Tillamook Trust (OR 192) M1

   N/A

Newman Trust (WA 57) M1

   Illinois

Rock Trust (WA 58) M1

   Illinois

Roosevelt Trust (WA 59) M1

   Illinois

Shannon Trust (WA 60) M1

   Illinois

Stevens Trust (WA 61) M1

   Illinois

Spectacle Trust (WA 62) M1

   Illinois

Galispell Trust (WA 63) M1

   Illinois

West Trust (WA 64) M1

   Illinois

Lummi Trust (WA 141) M3

   Illinois

ShoalwaterTrust (WA 142) M3

   Illinois

Hoh Trust (WA 143) M1

   Illinois

Quiliayute Trust (WA 144) M3

   Illinois

Klickitat Trust (WA 149) M2

   Illinois

Willapa Trust (WA 150) M3

   Illinois

Snow Trust (WA 151) M2

   Illinois

ECI QSST Trust #4M3

   Illinois

Don G C. Trust #1M4

   N/A

RA G.C. Trust #1M3

   Illinois

LaSalle G.G. Trust #2M1

   Illinois

A.N.P. Trust #18-Thomas M6

   Illinois

LaSalle Trust #42M4

   Illinois

ECI QSST Trust #5M2

   Illinois

LaSalle Trust #44M3

   Illinois

ECI QSST Trust #6M2

   Illinois