Statement of Changes in Beneficial Ownership (4)
23 März 2023 - 09:59PM
Edgar (US Regulatory)
FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person *
HOPLAMAZIAN MARK SAMUEL |
2. Issuer Name and Ticker or Trading
Symbol Hyatt Hotels Corp [ H ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
See Remarks |
(Last)
(First)
(Middle)
C/O HYATT HOTELS CORPORATION, 150 NORTH RIVERSIDE
PLAZA |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/21/2023
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(Street)
CHICAGO, IL 60606 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
3/21/2023 |
|
M |
|
56490 |
A |
$49.39 |
517490 |
D |
|
Class A Common Stock |
3/21/2023 |
|
D |
|
24925 |
D |
$111.95 |
492565 |
D |
|
Class A Common Stock |
3/21/2023 |
|
S |
|
31565 |
D |
$111.95 (1) |
461000 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Stock Appreciation Rights |
$49.39 |
3/21/2023 |
|
M |
|
|
56490 |
(2) |
2/13/2024 |
Class A Common Stock |
56490.0 |
$0 |
0 |
D |
|
Restricted Stock Units |
(3) |
3/21/2023 |
|
A |
|
22379 |
|
(4) |
(4) |
Class A Common Stock |
22379.0 |
$0 |
22379 |
D |
|
Stock Appreciation Rights |
$111.71 |
3/21/2023 |
|
A |
|
51503 |
|
(5) |
3/21/2033 |
Class A Common Stock |
51503.0 |
$0 |
51503 |
D |
|
Explanation of
Responses: |
(1) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $111.66 to $112.65, inclusive.
The reporting person undertakes to provide to Hyatt Hotels
Corporation, any security holder of Hyatt Hotels Corporation, or
the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of shares sold at each
separate price within the ranges set forth in footnote (1) to this
Form 4. |
(2) |
The stock appreciation
rights issued pursuant to the Fourth Amended and Restated Hyatt
Hotels Corporation Long-Term Incentive Plan, as amended (the
"LTIP") vested in four substantially equal annual installments
beginning on March 16, 2015. |
(3) |
Each Restricted Stock Unit
("RSU") represents the contingent right to receive, at settlement,
one share of Class A Common Stock. |
(4) |
The RSUs issued pursuant to
the LTIP vest and become payable in four substantially equal annual
installments beginning on March 16, 2024. The RSUs will be settled
in Class A Common Stock upon vesting, subject to earlier settlement
upon death or disability or a change of control of the
Issuer. |
(5) |
The stock appreciation
rights issued pursuant to the LTIP vest in four substantially equal
annual installments beginning on March 16, 2024. |
Remarks:
President and Chief Executive Officer |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
HOPLAMAZIAN MARK SAMUEL
C/O HYATT HOTELS CORPORATION
150 NORTH RIVERSIDE PLAZA
CHICAGO, IL 60606 |
X |
|
See Remarks |
|
Signatures
|
Margaret C. Egan,
Attorney-in-fact |
|
3/23/2023 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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