Sec Form 13G Filing - Madrone GHC LLC filing for Hyatt Hotels Corp (H) - 2017-02-02

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

Hyatt Hotels Corporation 

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(Name of Issuer)

 

 

Class A Common Stock, $0.01 par value per share

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(Title of Class of Securities)

 

 

448579102

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 (CUSIP Number)

 

 

February 1, 2017

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 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)

 

☐	Rule 13d-1(c)

 

☒	Rule 13d-1(d)

      

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on 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)
	Madrone GHC, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			67,6891,2
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			67,6891
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,689
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.23
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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¹ Represents the unsold portion of shares of the Issuer’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) issued on November 4, 2016, upon conversion of 5,393,337 shares of the Issuer’s Class B common stock, par value $0.01 per share (“Class B Common Stock”) held of record by Madrone GHC, LLC. 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.

 

 ² Until the date that Mr. Thomas J. Pritzker is no longer the Issuer’s chairman, Madrone GHC, LLC has agreed, pursuant to a stockholders’ agreement among the Hyatt Hotels Corporation and certain of its investors (the “2007 Stockholders’ Agreement”), to vote all of its shares of common stock consistent with the recommendations of a majority of the Issuer’s board of directors with respect to all matters. For more information on the 2007 Stockholders’ Agreement, please see the Issuer’s registration statement on Form S-1 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2009 (Registration No. 333-161068) (as so filed and amended, the “Registration Statement”), and prospectus dated November 4, 2009 filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus”).

 

³ The percentage is calculated based upon 23,611,575 shares of Class A Common Stock outstanding as of October 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2016, plus the conversion to Class A Common Stock of 4,500,000 shares of Class B Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on December 9, 2016, plus the conversion to Class A Common Stock of 1,696,476 shares of Class B Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on December 21, 2016, and the conversion to Class A Common Stock of 10,187,641 shares of Class B Common Stock held by Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC on November 4, 2016, without giving effect to the conversion of any other outstanding shares of Class B Common Stock. 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. There were 107,247,326 shares of Class B Common Stock outstanding as of October 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2016. After conversion to Class A Common Stock of the 5,393,337 shares of Class B Common Stock held by Madrone GHC, LLC, the shares of Class A Common Stock owned by Madrone GHC, LLC represented 0.5% of the total voting power as of October 28, 2016.

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Gregory B. Penner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,963,2121,2
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,963,2121
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,963,212
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.93
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

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¹ Represents the unsold portion of 30,778 shares of Class A Common Stock held of record by Shimoda Holdings, LLC and shares of the Issuer’s Class A Common Stock issued on November 4, 2016, after conversion of (i) 5,393,337 shares of the Issuer’s Class B Common Stock held of record by Madrone GHC, LLC, (ii) 3,835,647 shares of Class B Common Stock held of record by Lake GHC, LLC, (iii) 958,657 shares of Class B Common Stock held of record by Shimoda GHC, LLC.  Gregory B. Penner is the manager of Shimoda Holdings, LLC, Madrone GHC, LLC, Lake GHC, LLC, and Shimoda GHC, LLC and has voting and investment power with respect to the shares of Class A Common Stock and Class B Common Stock held by such entities.  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.

 

² Until the date that Mr. Thomas J. Pritzker is no longer the Issuer’s chairman, Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC have each agreed, pursuant to the 2007 Stockholders’ Agreement, to vote all of their shares of common stock consistent with the recommendations of a majority of the Issuer’s board of directors with respect to all matters.  For more information on the 2007 Stockholders’ Agreement, please see the Issuer’s Registration Statement and Prospectus.

 

³ The percentage is calculated based upon 23,611,575 shares of Class A Common Stock outstanding as of October 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2016, plus the conversion to Class A Common Stock of 4,500,000 shares of Class B Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on December 9, 2016, plus the conversion to Class A Common Stock of 1,696,476 shares of Class B Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on December 21, 2016, and the conversion to Class A Common Stock of 10,187,641 shares of Class B Common Stock held by Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC on November 4, 2016, without giving effect to the conversion of any other outstanding shares of Class B Common Stock.  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.  There were 107,247,326 shares of Class B Common Stock outstanding as of October 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2016.  After conversion to Class A Common Stock of the shares of Class B Common Stock held by Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC, the shares of Class A Common Stock owned by Shimoda Holdings, LLC, Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC collectively represented 1.0% of the total voting power as of October 28, 2016.

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Lake GHC, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			906,0881,2
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			906,0881
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	906,088
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.33
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

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¹ Represents shares of the Issuer’s Class A Common Stock issued on November 4, 2016, upon conversion of 3,835,647 shares of the Issuer’s Class B Common Stock held of record by Lake GHC, LLC.  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.

 

² Until the date that Mr. Thomas J. Pritzker is no longer the Issuer’s chairman, Lake GHC, LLC has agreed, pursuant to the 2007 Stockholders’ Agreement, to vote all of its shares of common stock consistent with the recommendations of a majority of the Issuer’s board of directors with respect to all matters.  For more information on the 2007 Stockholders’ Agreement, please see the Issuer’s Registration Statement and Prospectus.

³ The percentage is calculated based upon 23,611,575 shares of Class A Common Stock outstanding as of October 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2016, plus the conversion to Class A Common Stock of 4,500,000 shares of Class B Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on December 9, 2016, plus the conversion to Class A Common Stock of 1,696,476 shares of Class B Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on December 21, 2016, and the conversion to Class A Common Stock of 10,187,641 shares of Class B Common Stock held by Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC on November 4, 2016, without giving effect to the conversion of any other outstanding shares of Class B Common Stock.  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.  There were 107,247,326 shares of Class B Common Stock outstanding as of October 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2016.  After conversion to Class A Common Stock of the 3,835,647 shares of Class B Common Stock held by Lake GHC, LLC, the shares of Class A Common Stock owned by Lake GHC, LLC represented 0.4% of the total voting power as of October 28, 2016.

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Shimoda GHC, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			958,6571,2
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			958,6571
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	958,657
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.43
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

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¹ Represents shares of the Issuer’s Class A Common Stock issued on November 4, 2016, upon conversion of 958,657 shares of the Issuer’s Class B Common Stock held of record by Shimoda GHC, LLC. 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.

 

² Until the date that Mr. Thomas J. Pritzker is no longer the Issuer’s chairman, Shimoda GHC, LLC has agreed, pursuant to the 2007 Stockholders’ Agreement, to vote all of its shares of common stock consistent with the recommendations of a majority of the Issuer’s board of directors with respect to all matters. For more information on the 2007 Stockholders’ Agreement, please see the Issuer’s Registration Statement and Prospectus.

 

³ The percentage is calculated based upon 23,611,575 shares of Class A Common Stock outstanding as of October 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2016, plus the conversion to Class A Common Stock of 4,500,000 shares of Class B Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on December 9, 2016, plus the conversion to Class A Common Stock of 1,696,476 shares of Class B Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on December 21, 2016, and the conversion to Class A Common Stock of 10,187,641 shares of Class B Common Stock held by Madrone GHC, LLC, Lake GHC, LLC and Shimoda GHC, LLC on November 4, 2016, without giving effect to the conversion of any other outstanding shares of Class B Common Stock. 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. There were 107,247,326 shares of Class B Common Stock outstanding as of October 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2016. After conversion to Class A Common Stock of the 958,657 shares of Class B Common Stock held by Shimoda GHC, LLC, the shares of Class A Common Stock owned by Shimoda GHC, LLC represented 0.1% of the total voting power as of October 28, 2016.

 

Item 3.

If this statement is filed pursuant to §§240.13d–1(b), or 240.13d–2(b) or (c), check whether the person filing is a:

Item 4.

Ownership

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certifications.

 

Page 10 of 10

 

SIGNATURE

 

After reasonable inquiry and to the best of his and its knowledge and belief, each of the following certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  February 2, 2017

 

	Gregory B. Penner
	By:	/s/ Gregory B. Penner
		Name:  Gregory B. Penner