Sec Form 13D Filing - Maroon Private Trust Company LLC filing for Hyatt Hotels Corp (H) - 2024-08-09

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. 29)

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.

Alexa M. Berlin, Esq.

Latham & Watkins LLP

330 N. Wabash Avenue, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

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

August 8, 2024

(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. ☐

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).

(Continued on following pages)

(Page 1 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 (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, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 100,319,723 shares of Common Stock outstanding as of July 31, 2024. 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 37.5% of the total voting power of the Common Stock as of July 31, 2024. 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, 2024, which is comprised of 44,928,893 shares of Class A Common Stock and 55,390,830 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.

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, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 100,319,723 shares of Common Stock outstanding as of July 31, 2024. 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 29.4% of the total voting power of the Common Stock as of July 31, 2024. 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, 2024, which is comprised of 44,928,893 shares of Class A Common Stock and 55,390,830 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.

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, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 100,319,723 shares of Common Stock outstanding as of July 31, 2024. 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 29.4% of the total voting power of the Common Stock as of July 31, 2024. 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, 2024, which is comprised of 44,928,893 shares of Class A Common Stock and 55,390,830 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.

The Reporting Persons are 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 Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Persons and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Persons 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 Persons disclaim beneficial ownership.

All references to the number of shares outstanding are as of July 31, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 100,319,723 shares of Common Stock outstanding as of July 31, 2024. 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 less than 0.1% of the total voting power of the Common Stock as of July 31, 2024. 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, 2024, which is comprised of 44,928,893 shares of Class A Common Stock and 55,390,830 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.

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, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 100,319,723 shares of Common Stock outstanding as of July 31, 2024. 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 37.6% of the total voting power of the Common Stock as of July 31, 2024. 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, 2024, which is comprised of 44,928,893 shares of Class A Common Stock and 55,390,830 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.

Thomas J. Pritzker holds 244,648 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $52.65, 212,967 SARs that are currently exercisable at an exercise price of $80.02, 292,226 SARS that are currently exercisable at an exercise price of $71.67, 563,063 SARs that are currently exercisable at an exercise price of $48.66, 130,752 SARS that are currently exercisable at an exercise price of $80.46, 72,924 SARs that are currently exercisable at an exercise price of $95.06 and 30,902 SARs that are currently exercisable at an exercise price of $111.71. 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 Class A Common Stock at the exercise date, over the exercise price. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not determinable until the date of exercise and therefore is not included in the information above.

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, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 100,319,723 shares of Common Stock outstanding as of July 31, 2024. 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 A Common Stock owned by the Reporting Person represent less than 0.1% of the total voting power of the Common Stock as of July 31, 2024. 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, 2024, which is comprised of 44,928,893 shares of Class A Common Stock and 55,390,830 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.

EXPLANATORY NOTE: This Amendment No. 29 to Schedule 13D (“Amendment No. 29”), which relates to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation, a Delaware corporation (the “Issuer”), amends and supplements the Schedule 13D originally filed by the Reporting Persons with the United States Securities and Exchange Commission with respect to the Issuer on August 26, 2010 (as amended to date, the “Schedule 13D”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

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

On December 9, 2020, Thomas J. Pritzker, individually, exercised 127,410 stock appreciation rights (“SARs”) at an exercise price of $41.74 (the “December 2020 SARs Exercise”). At the time of the exercise, the market price of the underlying stock was $73.87 per share, and the SARs were settled in stock through the net issuance of 55,417 shares of Class A Common Stock.

On August 30, 2021, Thomas J. Pritzker, individually, exercised 140,601 SARs at an exercise price of $41.29 (the “2021 SARs Exercise”). At the time of the exercise, the market price of the underlying stock was $73.48 per share, and the SARs were settled in stock through the net issuance of 61,594 shares of Class A Common Stock.

On August 17, 2022, Thomas J. Pritzker, individually, exercised 207,381 SARs at an exercise price of $43.44 (the “August 2022 SARs Exercise”). At the time of the exercise, the market price of the underlying stock was $95.13 per share, and the SARs were settled in stock through the net issuance of 112,682 shares of Class A Common Stock.

On December 20, 2022, Thomas J. Pritzker, individually, exercised 140,191 SARs at an exercise price of $49.39 (the “December 2022 SARs Exercise”). At the time of the exercise, the market price of the underlying stock was $94.20 per share, and the SARs were settled in stock through the net issuance of 66,687 shares of Class A Common Stock.

On December 4, 2023, Thomas J. Pritzker, individually, exercised 180,353 SARs at an exercise price of $56.27 and 275,1 03 SARs at an exercise price of $47.36 (the “2023 SARs Exercise”). At the time of the exercise, the market price of the underlying stock was $120.04 per share, and the SARs were settled in stock through the net issuance of an aggregate 262,375 shares of Class A Common Stock.

On December 15, 2023, Maroon Private Trust Company, LLC, as trustee of a trust for the benefit of Thomas J. Pritzker, transferred 5,000 shares of Class B Common Stock to another trust for the benefit of Thomas J. Pritzker, of which Maroon Private Trust Company, LLC also serves as trustee (the “December 2023 Transfer”). No consideration was paid in connection with the December 2023 Transfer, and the December 2023 Transfer constitutes a “Permitted Transfer” as defined in the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the transferred shares of Class B Common Stock remain shares of Class B Common Stock following the December 2023 Transfer.

On August 8, 2024, THHC, L.L.C. transferred an aggregate of 3,100,000 shares of Class B Common Stock to Maroon Private Trust Company, LLC, as trustee of Margot and Tom Pritzker Foundation, a trust that is a 501(c)(4) exempt organization (the “August 2024 Transfer”). No consideration was paid in connection with the August 2024 Transfer, and the August 2024 Transfer constitutes a “Permitted Transfer” as defined in the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the transferred shares of Class B Common Stock remain shares of Class B Common Stock following the August 2024 Transfer.

Item 4. Purpose of Transaction

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

The December 2020 SARs Exercise was completed on December 9, 2020, as described in Item 3 of this Amendment No. 29.

The 2021 SARs Exercise was completed on August 30, 2021, as described in Item 3 of this Amendment No. 29.

The August 2022 SARs Exercise was completed on August 17, 2022, as described in Item 3 of this Amendment No. 29.

The December 2022 SARs Exercise was completed on December 20, 2022, as described in Item 3 of this Amendment No. 29.

The 2023 SARs Exercise was completed on December 4, 2023, as described in Item 3 of this Amendment No. 29.

The December 2023 Transfer was completed on December 15, 2023, as described in Item 3 of this Amendment No. 29.

The August 2024 Transfer was completed on August 8, 2024, as described in Item 3 of this amendment No. 29.

Item 5. Interest in Securities of the Issuer

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

(a)-(b) As of the date hereof, the Reporting Persons in the aggregate may be deemed to be the beneficial owners of 588,693 shares of currently issued Class A Common Stock and 22,520,767 shares of Class B Common Stock beneficially owned by the Reporting Persons. Based on the number of shares of Class B Common Stock outstanding as of July 31, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, the number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 40.7% of the total number of shares of Class B Common Stock outstanding. Based on the number of shares of Common Stock outstanding as of July 31, 2024, the number of shares of Common Stock beneficially owned by the Reporting Persons represents 23.0% of the total number of shares of Common Stock outstanding and 37.7% 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.

Thomas J. Pritzker holds 244,648 SARs that are currently exercisable at an exercise price of $52.65, 212,967 SARs that are currently exercisable at an exercise price of $80.02, 292,226 SARS that are currently exercisable at an exercise price of $71.67, 563,063 SARs that are currently exercisable at an exercise price of $48.66, 130,752 SARS that are currently exercisable at an exercise price of $80.46, 72,924 SARs that are currently exercisable at an exercise price of $95.06 and 30,902 SARs that are currently exercisable at an exercise price of $111.71. 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 Class A Common Stock at the exercise date, over the exercise price. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not determinable until the date of exercise and therefore is not included in the information above.

Schedule A attached to this Amendment No. 29 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 29 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.

THHC, L.L.C. is a member-managed Delaware limited liability company and directly holds 17,623,351 shares of Class B Common Stock. T11 HHC, LLC is a member-managed Delaware limited liability company and the controlling member of THHC, L.L.C., and in such capacity may be deemed to beneficially own such shares of Class B Common Stock. Maroon Private Trust Company, LLC is a manager-managed South Dakota limited liability company and the trustee of (i) the trust listed on Appendix A-1, which is the sole member of T11 HHC, LLC, and in such capacity may be deemed to beneficially the shares of Class B Common Stock deemed to be beneficially owned by T11 HHC, LLC, and (ii) the trusts listed on Appendix A-2, and in such capacity may be deemed to beneficially own an additional 4,846,453 shares of Class B Common Stock. Maroon Trust is the sole member of Maroon Private Trust Company, LLC and in such capacity may be deemed to beneficially own such shares of Class B Common Stock. Thomas J. Pritzker is the trustee of Maroon Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own such shares of Class B Common Stock. Except as noted below, the investment decisions of Maroon Private Trust Company, LLC are made by the Trust Committee of its board of managers, consisting of Thomas J. Pritzker, John A. Miller, Paula H. McMenamin, Marshall E. Eisenberg and Derek Arend. Except as noted below, the voting decisions of Maroon Private Trust Company, LLC are made by the independent members of the Trust Committee, consisting of John A. Miller, Paula H. McMenamin, Marshall E. Eisenberg and Derek Arend. The members of the Trust Committee disclaim beneficial ownership as a result of serving on the Trust Committee. The investment decisions of Maroon Private Trust Company, LLC, as trustee of Margot and Tom Pritzker Foundation, are made by the Foundation Committee of its board of managers, consisting of Thomas J. Pritzker, John A. Miller, Paula H. McMenamin, Marshall E. Eisenberg and Derek Arend. The voting decisions of Maroon Private Trust Company, LLC, as trustee of Margot and Tom Pritzker Foundation, are made by the independent members of the Foundation Committee, consisting of John A. Miller, Paula H. McMenamin, Marshall E. Eisenberg and Derek Arend. The members of the Foundation Committee disclaim beneficial ownership as a result of serving on the Foundation Committee.

Based solely on the information contained in the Form 4 filings filed on June 24, 2024 by another Separately Filing Group Member, such Separately Filing Group Member sold an aggregate of 148,657 shares of Class B Common Stock.

Based solely on the information contained in the Schedule 13Ds, as amended, filed by the Separately Filing Group Members, as of the date hereof, the Pritzker Family Group in the aggregate may be deemed to be the beneficial owners of 603,343 shares of currently issued Class A Common Stock and 53,120,435 shares of Class A Common Stock issuable upon conversion of 53,120,435 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 1.3% 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 95.9% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Pritzker Family Group represents 53.6% of the total number of shares of Common Stock outstanding and 88.8% 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 B attached to this Amendment No. 29 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 29 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 the Reporting Persons and each Separately Filing Group Member. All information with regard to the Separately Filing Group Members is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.

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

Item 6 of the Schedule 13D is amended and supplemented as follows:

On August 8, 2024, in connection with the August 2024 Transfer, Maroon Private Trust Company, LLC, as trustee of Margot and Tom Pritzker Foundation, executed a joinder to, and thereby became subject to the provisions of, the Amendment & Restated Global Hyatt Agreement and the Amended & Restated Foreign Global Hyatt Agreement.

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: August 9, 2024

[Signature Page to Amendment No. 29 to Schedule 13D]

[Signature Page to Amendment No. 29 to Schedule 13D]

Appendix A-1

Appendix A-2

Appendix A-3

Schedule A

Certain Information Regarding the

Reporting Persons¹

Schedule B

Certain Information Regarding the

Separately Filing Group Members¹