SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
85 BROAD ST

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hyatt Hotels Corp [ H ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/25/2010 P 400 A $32.33 8,124 I See footnotes (1) (2) (3) (4) (5) (6) (7) (8)
Class A Common Stock 02/25/2010 P 400 A $32.3 8,524 I See footnotes (1) (2) (3) (4) (5) (6) (7) (8)
Class A Common Stock 02/25/2010 S 100 D $32.29 8,424 I See footnotes (1) (2) (3) (4) (5) (6) (7) (8)
Class A Common Stock 02/25/2010 S 200 D $32.26 8,224 I See footnotes (1) (2) (3) (4) (5) (6) (7) (8)
Class A Common Stock 02/25/2010 S 100 D $32.25 8,124 I See footnotes (1) (2) (3) (4) (5) (6) (7) (8)
Class A Common Stock 02/25/2010 S 400 D $31.5 7,724 I See footnotes (1) (2) (3) (4) (5) (6) (7) (8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $0 (6) (6) Class A Common Stock (6) 12,654,050 12,654,050 I See footnotes (1) (2) (3) (4) (5) (6) (7) (8)
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
85 BROAD ST

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS Capital Partners VI Fund, L.P.

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS Capital Partners VI Offshore Fund, L.P.

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS Capital Partners VI Parallel LP

(Last) (First) (Middle)
85 BROAD ST

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS Capital Partners VI GmbH & Co KG

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSCP VI Advisors, L.L.C.

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSCP VI Offshore Advisors, L.L.C.

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS Advisors VI, L.L.C.

(Last) (First) (Middle)
85 BROAD STREET

(Street)
NEW YORK NY 10004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN, SACHS MANAGEMENT GP GMBH

(Last) (First) (Middle)
MESSETURM 60308
FRANKFURT AM MAIN

(Street)
GERMANY 2M 00000

(City) (State) (Zip)
Explanation of Responses:
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany", and together with GS Capital, GS Offshore and GS Parallel, the "Limited Partnerships"), GS Sunray Holdings Subco I, L.L.C. ("GS Sunray I"), GS Sunray Holdings Subco II, L.L.C. ("GS Sunray II"), GS Sunray Holdings Parallel Subco, L.L.C. ("GS Sunray Parallel", and together with GS Sunray I and GS Sunray II, the "Sunray Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), (continued in next footnote)
2. GS Advisors VI, L.L.C. ("GS Advisors") and Goldman, Sachs Management GP GmbH ("GS GmbH", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, the Limited Partnerships, the Sunray Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager for certain of the Limited Partnerships. The Sunray Entities are owned directly and indirectly by the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or managing partner.
3. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
4. The Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of Hyatt Hotels Corporation (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned by Goldman Sachs.
5. GS Group may be deemed to beneficially own 628 shares of Class A Common Stock pursuant to the Hyatt Hotels Corporation Non-Employee Director Compensation Program that were granted to Richard A. Friedman, a managing director of Goldman Sachs, in his capacity as a director of the Company. Mr. Friedman has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group. GS Group may be deemed to beneficially own directly 7,096 shares of Class A Common Stock. Goldman Sachs and GS Group may each be deemed to beneficially own indirectly 12,654,050 shares of the Company's Class A Common Stock by reason of the direct beneficial ownership of 12,654,050 shares of the Company's Class B Common Stock (the "Class B Common Stock"), in the aggregate, by the Sunray Entities. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
6. 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.
7. GS Sunray I may be deemed to beneficially own 5,514,889 shares Class A Common Stock by reason of its direct beneficial ownership of 5,514,889 shares of Class B Common Stock. GS Sunray II may be deemed to beneficially own 5,514,889 shares of Class A Common Stock by reason of its direct beneficial ownership of 5,514,889 shares of Class B Common Stock. GS Sunray Parallel may be deemed to beneficially own 1,624,272 shares of Class A Common Stock by reason of its direct beneficial ownership of 1,624,272 shares of Class B Common Stock.
8. GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 5,906,782 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II. GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 4,913,071 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II. GS Parallel, and its general partner GS Advisors, may be deemed to beneficially own indirectly 1,624,272 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray Parallel. GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 209,925 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II.
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
/s/ Yvette Kosic, Attorney-in-fact 03/01/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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