Hyatt Hotels Corp — Director's Dealing 2013

Mar 4, 2013

SEC Form 4/A — Form 4/A

Issuer: Hyatt Hotels Corp (H)
CIK: 0001468174
Period of Report: 2012-07-27

Reporting Person: Don Family Trust #3-Nancy (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-27	Class B Common Stock	$	J	19903	Disposed		Class A Common Stock (19903)	Direct
2012-07-27	Class B Common Stock	$	J	19903	Acquired		Class A Common Stock (19903)	Indirect
2012-07-27	Class B Common Stock	$	J	8441951	Acquired		Class A Common Stock (8441951)	Indirect

Footnotes

F1: 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.

F2: The Reporting Person is an existing trust. On July 27, 2012, the Reporting Person contributed its 19,903 shares of Class B Common Stock to BKMP H Company LP, a newly formed limited partnership, whose general partner is Julytoon Investments GP LLC and whose limited partners include the Reporting Person.

F3: No consideration was paid in connection the contribution, which represents a change in the form of ownership by the Reporting Person and constitutes a "permitted transfer" as defined in the Issuer's Amended and Restated Certificate of Incorporation. BKMP H Company LP, the newly formed limited partnership receiving the shares, has executed a joinder to and become subject to the provisions of the Amended and Restated Global Hyatt Agreement. Accordingly, immediately following such contribution, the shares remained shares of Class B Common Stock.

F4: Under certain circumstances, the Reporting Person could participate indirectly through subsidiaries in a limited portion of excess proceeds from profits upon disposition of Class B Common Stock by limited partnerships (including BKMP H Company LP) to which the indicated number of shares of Class B Common Stock were contributed on July 27, 2012 (including the 19,903 shares of Class B Common Stock contributed by the Reporting Person to BKMP H Company LP).