sc0108.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 1)
 
Hyatt Hotels Corporation
(Name of Issuer)
 
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
448579102
(CUSIP Number)
 
 
Lewis M. Linn, as Trustee
3555 Timmons Lane, Suite 800
Houston, Texas 77027
(713) 961-1600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 30, 2012
(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. o

 
 
 
 

CUSIP No. 448579102
SCHEDULE 13D
Page 2 of 9

 
1.
NAME OF REPORTING PERSON
 
Lewis M. Linn, not individually, but solely as trustee of LaSalle G.C. Trust #3.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) x
(B) o
3.
 
SEC USE ONLY
 
4.
SOURCE OF FUNDS:
 
OO
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) o
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
64,941*
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
64,941*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
64,941*
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) x
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%*
14.
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
______________________ 
*   Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). 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.
 
 
 
 
 

CUSIP No. 448579102
SCHEDULE 13D
Page 3 of 9

The Reporting Person (as defined in this Schedule 13D) is party to certain agreements with the Separately Filing Group Members (as defined in this 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 this 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 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 October 26, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 164,002,394 shares of Common Stock outstanding as of October 26, 2012. 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 less than 0.1% of the total voting power of the Common Stock as of October 26, 2012. 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 October 26, 2012, which is comprised of 45,387,810 shares of Class A Common Stock and 118,614,584 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.
 
 
 
 
 
 

CUSIP No. 448579102
SCHEDULE 13D
Page 4 of 9


EXPLANATORY NOTE: This constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the Reporting Person with the SEC on August 26, 2010 pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and Rule 13d-1(a) thereunder (the “Schedule 13D”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Capitalized terms used in this Amendment No. 1 without being defined herein have the respective meanings given to them in the Schedule 13D.
 
Item 1.  
Security and Issuer
 
This Schedule 13D relates to the Class A Common Stock, $0.01 par value per share, of the Issuer. The address of the principal executive office of the Issuer is 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606.
 
Item 2.  
Identity and Background
 
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)-(c) This Schedule 13D is being filed by: Lewis M. Linn, not individually, but solely in the capacity as trustee of LaSalle G.C. Trust #3 (the “Reporting Person”).
 
The address of the principal business and principal office of the Reporting Person is 3555 Timmons Lane, Suite 800, Houston, Texas 77027. The Reporting Person is principally engaged in the business of investing the assets of the trust for the benefit of the beneficiaries of such trust.
 
The Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Person 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 Person 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.
 
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.  
Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is amended and supplemented as follows:
 
On November 30, 2012, Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer resigned as co-trustees of each of the U.S. Situs Trusts.  Lewis M. Linn was appointed as sole successor trustee of LaSalle G.C. Trust #3 (the “Change of Trustee”).  Due to the Change of Trustee, the shares of Common Stock held by LaSalle G.C. Trust #3 hereto are now beneficially owned by Lewis M. Linn, solely in his capacity as trustee of LaSalle G.C. Trust #3.  No consideration was paid in connection with the Change of Trustee and the Change of Trustee constitutes a “Permitted Transfer” as defined in the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the shares of Class B Common Stock held by LaSalle G.C. Trust #3 remain shares of Class B Common Stock following the Change of Trustee.
 
Item 4.  
Purpose of Transaction
 
Item 4 of the Schedule 13D is amended and supplemented as follows:
 
 
 
 
 
 

CUSIP No. 448579102
SCHEDULE 13D
Page 5 of 9

The Change of Trustee was completed on November 30, 2012, as described in Item 3 of this Amendment No. 1.
 
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 Person may be deemed to be the beneficial owner of 64,941 shares of Class A Common Stock issuable upon conversion of 64,941 shares of Class B Common Stock beneficially owned by the Reporting Person. The number of shares of Class B Common Stock beneficially owned by the Reporting Person represents less than 0.1% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Reporting Person represents less than 0.1% of the total number of shares of Common Stock outstanding and less than 0.1% 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 attached to this Amendment No. 1 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 1 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 Person.
 
Schedule B attached to this Amendment No. 1 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 1 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 Person 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.
 
The Change of Trustee did not impact the number of shares or the percentage of the Common Stock beneficially owned by the Pritzker Family Group.
 
All references to the number of shares outstanding are as of October 26, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.
 
(c) The Change of Trustee was completed on November 30, 2012, as described in Item 3 of this Amendment No. 1.
 
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 November 30, 2012, Lewis M. Linn, not individually, but solely as trustee of LaSalle G.C. Trust #3, executed a joinder to, and thereby became subject to the provisions of, the Global Hyatt Agreement.
 
 
 
 
 
 

CUSIP No. 448579102
SCHEDULE 13D
Page 6 of 9


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: December 4, 2012
 
Lewis M. Linn, not individually, but solely as trustee
of LaSalle G.C. Trust #3.
 
By:
/S/    LEWIS M. LINN
Name:
Lewis M. Linn
Title:
Trustee
 

 
 
 
 
 
CUSIP No. 448579102
SCHEDULE 13D
Page 7 of 9
 
Schedule A
Certain Information Regarding the
Reporting Person1
 
 
Class A
Common Stock2
Class B
Common Stock3
% of Total Common Stock4
% of Total Voting Power5
Name of Beneficial Owner
Shares
% of Class A
Shares
% of Class B
    
Lewis M. Linn, not individually, but solely as trustee of LaSalle G.C. Trust #3.
—
—
64,941
*
*
*

*  Less than 0.1%.
_______________
1
All references to the number of shares outstanding are as of October 26, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.
2
The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 45,387,810 shares of the Class A Common Stock outstanding as of October 26, 2012.
3
The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 118,614,584 shares of Class B Common Stock outstanding as of October 26, 2012.
4
The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 45,387,810 shares of Class A Common Stock and 118,614,584 shares of Class B Common Stock outstanding as of October 26, 2012.
5
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 percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of October 26, 2012, which is comprised of 45,387,810 shares of Class A Common Stock and 118,614,584 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.
 

 
 
 
 
CUSIP No. 448579102
SCHEDULE 13D
Page 8 of 9
 
Schedule B
 
Certain Information Regarding the
Separately Filing Group Members1
 
 
Class A Common Stock2
  
Class B Common Stock3
  
% of Total Common Stock4
% of Total Voting Power5
Separately Filing Group Member
Shares
% of Class A
Shares
% of Class B
    
Co-Trustees of the U.S. Situs Trusts6
–
–
–
–
–
–
Trustee of the Non-U.S. Situs Trusts7
–
–
3,447,946
2.9%
2.1%
2.8%
Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons8
–
–
20,900,329
17.6%
12.7%
17.0%
Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons9
–
–
5,698,814
4.8%
3.5%
4.6%
Trustees of the James N. Pritzker Family Trusts10
8,470
*
4,959,289
4.2%
3.0%
4.0%
Trustees of the John A. Pritzker Family Trusts11
–
–
64,941
*
*
*
Trustees of the Linda Pritzker Family Trusts12
–
–
38,307
*
*
*
Trustees of the Karen L. Pritzker Family Trusts13
–
–
8,584,104
7.2%
5.2%
7.0%
Trustees of the Penny Pritzker Family Trusts and Other Reporting Persons14
10,499
*
10,018,946
8.4%
6.1%
8.1%
Trustees of the Daniel F. Pritzker Family Trusts15
–
–
10,001,457
8.4%
6.1%
8.1%
Trustees of the Anthony N. Pritzker Family Trusts16
–
–
6,186,817
5.2%
3.8%
5.0%
Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons17
–
–
17,550,065
14.8%
10.7%
14.3%
Trustees of the Jay Robert Pritzker Family Trusts18
–
–
6,051,483
5.1%
3.7%
4.9%
Trustee of the Richard Pritzker Family Trusts19
–
–
–
–
–
–
Pritzker Family Group Totals
18,969
*
93,502,498
78.8%
57.0%
75.9%
 
* Less than 1% beneficial ownership
_______________
1
All references to the number of shares outstanding are as of October 26, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.
2
The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 45,387,810 shares of the Class A Common Stock outstanding as of October 26, 2012, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
3
The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 118,614,584 shares of Class B Common Stock outstanding as of October 26, 2012.
4
The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 45,387,810 shares of Class A Common Stock and 118,614,584 shares of Class B Common Stock outstanding as of October 26, 2012.
5
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 percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of October 26, 2012, which is comprised of 45,387,810 shares of Class A Common Stock and 118,614,584 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.
 
 
 
 

CUSIP No. 448579102
SCHEDULE 13D
Page 9 of 9

6
See the Schedule 13D filed on August 26, 2010, as amended, by Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as co-trustees of the U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
7
See the Schedule 13D filed on August 26, 2010, as amended, by the CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
8
See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.  Thomas J. Pritzker holds 59,853 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $40.96 and 31,852 SARs that are currently exercisable at an exercise price of $41.74.  The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not currently determinable and therefore not included in the table above because 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 A Common Stock at the exercise date, which is not determinable until the date of exercise, over the exercise price.
9
See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
10
See the Schedule 13D filed on August 26, 2010, as amended, by Charles E. Dobrusin and Harry B. Rosenberg, not individually, but solely as co-trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
11
See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
12
See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
13
See the Schedule 13D filed on August 26, 2010, as amended, by Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
14
See the Schedule 13D filed on August 26, 2010, as amended, by John Kevin Poorman, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
15
See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
16
See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
17
See the Schedule 13D filed on August 26, 2010, as amended, by Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely as trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein on, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
18
See the Schedule 13D filed on August 26, 2010, as amended, by Thomas J. Muenster, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.
19
See the Schedule 13D filed on August 26, 2010, as amended, by CIBC Trust Company (Bahamas) Limited, solely as trustee of the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.