PDTA Gigi Trust - Dec 23, 2022 Form 4 Insider Report for Hyatt Hotels Corp (H)

Role
Other*
Signature
/s/ Derek Arend, Vice President of Trustee
Stock symbol
H
Transactions as of
Dec 23, 2022
Transactions value $
$0
Form type
4
Date filed
12/27/2022, 03:18 PM
Next filing
Dec 18, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction H Class B Common Stock Other $0 +81.6K +18.41% $0.00 525K Dec 23, 2022 Class A Common Stock 81.6K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
F2 Represents shares previously owned by Trust GPP-PTA. No consideration was paid in connection with the transfer to the Reporting Person. Such transfer of shares of Class B Common Stock to the Reporting Person constitutes a "permitted transfer" as defined under the Issuer's Amended and Restated Certificate of Incorporation. UDQ Private Trust Company, LLC, solely in its capacity as trustee of the Reporting Person, had previously executed a joinder to, and thereby is already subject to, the provisions of the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement. Accordingly, immediately following the transfer, the shares remain shares of Class B Common Stock.

Remarks:

Member of 10% owner group. UDQ Private Trust Company, LLC serves as trustee of the Reporting Person and has investment power over the shares beneficially owned by the Reporting Person. The beneficiary of the Reporting Person does not have investment power over the shares of Class B Common Stock held by the Reporting Person. In addition, the Reporting Person may be deemed to be a member of a group because the Reporting Person has agreed to certain voting agreements and limitations on transfers of shares of Class A Common Stock and Class B Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.