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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 01/01/2011 | J(2)(3) | 18,278 (2) (3) | (1) | (1) | Class A Common Stock | 18,278 | $ 0 | 33,227 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Settlement 1740 Trust #30 WEST BAY STREET, PO BOX N-3933 NASSAU, C5 N-3933 |
See Remarks |
/s/ Schevon Miller, Authorized Signatory | 01/03/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 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) | On January 1, 2011, (i) the trustee of multi-beneficiary Pritzker Family non-U.S. situs trusts divided and allocated the assets of such trusts into a number of new and existing single-beneficiary trusts, including the Reporting Person, and (ii) the trustee of a single-beneficiary Pritzker Family non-U.S. situs trust allocated the assets of such trust into the Reporting Person. In connection with the divisions and allocations of such trust assets, 18,278 shares of Class B Common Stock were allocated to the Reporting Person. The Reporting Person has the same trustee as the multi-beneficiary and single-beneficiary trusts. No consideration was paid in connection with such allocations, and the allocations of shares of Class B Common Stock to the Reporting Person constitute a "permitted transfer" as defined under the Issuer's Amended and Restated Certificate of Incorporation. (Continued in Footnote 3) |
(3) | CIBC Trust Company (Bahamas) Limited, solely in its capacity as trustee of the Reporting Person, has executed joinders to each of the Amended and Restated Foreign Global Hyatt Agreement and the Amended and Restated Agreement Relating to Stock, and is thereby subject to the provisions of those agreements. Accordingly, immediately following the divisions and allocations, the shares remain shares of Class B Common Stock. |
Remarks: Member of 10% owner group. CIBC Trust Company (Bahamas) Limited 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. |