Hyatt Hotels Corp — Director's Dealing 2014

Feb 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hyatt Hotels Corp (H)
CIK: 0001468174
Period of Report: 2014-02-13

Reporting Person: Sarna Rakesh (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-13	Class A Common Stock	A	5917	—	Acquired	107955	Direct
2014-02-13	Class A Common Stock	F	1926	—	Disposed	106029	Direct
2014-02-13	Class A Common Stock	A	21798	—	Acquired	127827	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-13	Restricted Stock Units	$	A	10899	Acquired		Class A Common Stock (10899.0)	Direct
2014-02-13	Stock Appreciation Rights	$49.39	A	23851	Acquired	2024-02-13	Class A Common Stock (23851.0)	Direct

Footnotes

F1: Represents 21,798 shares of restricted Class A common stock ("Restricted Stock") issued pursuant to the Second Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (the "LTIP"). The Restricted Stock will vest following the three-year period ending December 31, 2016, subject to attainment of certain performance goals set forth in a restricted stock award agreement. The Restricted Stock is subject to certain restrictions, including restrictions on transfer, prior to vesting. The shares of Restricted Stock vest at 25% if the threshold goal is achieved, 50% if the target goal is achieved and 100% if the maximum goal is achieved or exceeded. If less than 100% of the shares of Restricted Stock vest, then those shares that do not vest will be forfeited.

F2: Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of Class A Common Stock.

F3: The RSUs issued pursuant to the LTIP vest and become payable in four equal annual installments beginning on March 16, 2015. 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.

F4: The stock appreciation rights issued pursuant to the LTIP vest in four equal annual installments beginning on March 16, 2015.