Sec Form 13D Filing - Wingate Andrew D. filing for Hyatt Hotels Corp (H) - 2020-10-05

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO

FILED PURSUANT TO §240.13D-2(a)

(Amendment No. 2)

Hyatt Hotels Corporation

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

448579102

(CUSIP Number)

Andrew D. Wingate, as Co-Trustee

35 Windsor Road

North Haven, Connecticut 06473

(203) 772-2600

with a copy to:

Robert W. Downes

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

(212) 558-4000

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

September 30, 2020

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

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).

(Continued on following pages)

(Page 1 of 17 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 (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 July 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 4, 2020. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 101,154,340 shares of Common Stock outstanding as of July 31, 2020. 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 Persons represent 7.4% of the total voting power of the Common Stock as of July 31, 2020. 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 July 31, 2020, which is comprised of 38,457,392 shares of Class A Common Stock and 62,696,948 shares of Class B Common Stock and assumes no outstanding shares of Class B Common Stock have been converted into shares 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 July 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 4, 2020. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 101,154,340 shares of Common Stock outstanding as of July 31, 2020. 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 Persons represent 2.5% of the total voting power of the Common Stock as of July 31, 2020. 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 July 31, 2020, which is comprised of 38,457,392 shares of Class A Common Stock and 62,696,948 shares of Class B Common Stock and assumes no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

EXPLANATORY NOTE: This Amendment No. 2 to Schedule 13D (the “Amendment”) relates to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation, a Delaware corporation (the “Issuer”). This Amendment amends and supplements, as set forth below, the Schedule 13D originally filed by the persons listed in Item 1 below with respect to the Issuer on August 26, 2010, as amended by Amendment No. 1 filed on May 8, 2018 (as amended, the “Schedule 13D”). The Schedule 13D is amended and supplemented by adding the information contained herein. Only those items amended are reported herein.

This Amendment amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on August 26, 2010 as filed by Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees of the trusts listed on Appendix A-1 therein, and CIBC Trust Company (Bahamas) Limited, Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees of the trusts listed on Appendix A-2 therein related to the Class A common stock of the Issuer, as amended by Amendment No. 1 filed on May 8, 2018. The address of the principal executive office of the Issuer is 150 North Riverside Plaza, Chicago, Illinois 60606.

Clauses (a)-(c) of Item 2 of the Schedule 13D are hereby amended and restated in its entirety as follows:

(a)-(c) This Schedule 13D is being filed by: Andrew D. Wingate, Lucinda Falk and Zena Tamler, not individually, but solely as co-trustees of the trusts listed on Appendix A-1, and Bank of Nova Scotia Trust Company (Bahamas) Ltd, not individually, but solely as trustee of the trusts listed on Appendix A-2 (collectively, the “Reporting Persons”).

The address of the principal business and principal office of the Reporting Persons is for Andrew D. Wingate, Lucinda Falk and Zena Tamler, not individually, but solely as co-trustees of the trusts listed on Appendix A-1, 35 Windsor Road, North Haven, Connecticut 06473, and for Bank of Nova Scotia Trust Company (Bahamas) Ltd, not individually, but solely as trustee of the trusts listed on Appendix A-2, P.O. Box N-3016, 404 East Bay Street, Nassau, Bahamas. The Reporting Persons are principally engaged in the business of investing the assets of the trusts for the benefit of the beneficiaries of such trusts.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of October 1, 2020, a copy of which is attached as Exhibit 1 to this Schedule 13D.

The Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the other persons referred to on Schedule B attached to this Schedule 13D (the “Separately Filing Group Members”). It is the understanding of the Reporting Persons that the Separately Filing Group Members are filing separate Schedule 13Ds pursuant to Rule 13d-1(k)(2) under the Act. Schedule B attached to this Schedule 13D sets forth certain information concerning the Separately Filing Group Members, which information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.

Item 4 of the Schedule 13D is hereby supplemented by inserting the following at the end of such Item:

Effective January 1, 2020, Zena Tamler was added as a co-trustee of the trusts listed on Appendix A-1.

Effective October 1, 2020, Bank of Nova Scotia Trust Company (Bahamas) Ltd became the sole trustee of the trusts listed on Appendix A-2.

Clauses (a)-(b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)-(b) As of the date hereof, the Reporting Persons in the aggregate may be deemed to be the beneficial owners of 6,558,253 shares of Class A Common Stock issuable upon conversion of 6,558,253 shares of Class B Common Stock beneficially owned by the Reporting Persons. The number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 10.5% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Reporting Persons represents 6.5% of the total number of shares of Common Stock outstanding and 9.9% 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 A 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.

Based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members, as set forth in Schedule B described below, as of the date hereof, the Pritzker Family Group in the aggregate may be deemed to be the beneficial owners of 296,349 shares of currently issued Class A Common Stock and 60,527,702 shares of Class A Common Stock issuable upon conversion of 60,527,702 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 less than 0.1% 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 96.5% of the total number of shares of Class B 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 Common Stock beneficially owned by the Pritzker Family Group represents 60.0% of the total number of shares of Common Stock outstanding and 90.9% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, in each case, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

Schedule B 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 Separately Filing Group Member. All such information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.

All references to the number of shares outstanding are as of July 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission on August 4, 2020. The information set forth in this Schedule 13D, including Schedule A and Schedule B hereto, with respect to the percentage of shares of Class A Common Stock beneficially owned is based on 38,457,392 shares of Class A Common Stock outstanding as of July 31, 2020. The information with respect to the percentage of shares of Class B Common Stock beneficially owned is based on 62,696,948 shares of Class B Common Stock outstanding as of July 31, 2020. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. The information shown with respect to the percentage of total Common Stock beneficially owned is based on 101,154,340 shares of Common Stock outstanding as of July 31, 2020. The information with respect to the percentage of total voting power is based on 38,457,392 shares of Class A Common Stock and 62,696,948 shares of Class B Common Stock outstanding as of July 31, 2020. 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.

Each Reporting Person disclaims beneficial ownership of the shares held by any other Reporting Person or any of the Separately Filing Group Members. The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons are, for purposes of Section 13(d) of the Act or otherwise, the beneficial owner of shares held by any other Reporting Person or any of the Separately Filing Group Members.

SIGNATURE

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.

Appendix A-1

Appendix A-2

Schedule A

Certain Information Regarding the

Reporting Persons¹

Schedule B

Certain Information Regarding the

Separately Filing Group Members¹

EXHIBIT INDEX