Hyatt Hotels Corp — Director's Dealing 2015

Mar 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hyatt Hotels Corp (H)
CIK: 0001468174
Period of Report: 2015-03-16-04:00

Reporting Person: FRIEDMAN RICHARD A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-16-04:00	Class A Common Stock	A	319	—	Acquired	79241	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0	2016-03-31-04:00	Class A Common Stock (3068)	3068	Indirect
Restricted Stock Units	$0	2015-03-31-04:00	Class A Common Stock (3170)	3170	Indirect
Class B Common Stock	$0		Class A Common Stock (12654050)	12654050	Indirect

Footnotes

F1: The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.

F2: The 319 shares of Class A Common Stock were granted to the Reporting Person in his capacity as a director of Hyatt Hotels Corporation (the "Company") and issued under the Second Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan pursuant to the Hyatt Hotels Corporation Non-Employee Director Compensation Program (the "Plan"). The Reporting Person has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group.

F3: GS Group beneficially owns directly 7,096 shares of Class A Common Stock and may be deemed to beneficially own 16,105 shares of Class A Common Stock that were granted to the Reporting Person in his capacity as a director of the Company pursuant to the Plan. The Reporting Person has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 56,040 shares of Class A Common Stock and Goldman Sachs also had open short positions of 11,784 shares of Class A Common Stock, reflecting changes due to exempt transactions.

F4: GS Group may be deemed to beneficially own an aggregate of 6,238 restricted stock units that were granted to the Reporting Person in his capacity as a director of the Company. The Reporting Person has an understanding with GS Group pursuant to which such restricted stock units are held for the benefit of GS Group. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock and is fully vested.

F5: 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, except for certain permitted transfers as described in the Company's Amended and Restated Certificate of Incorporation. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 12,654,050 shares of Class A Common Stock by reason of the direct beneficial ownership of 12,654,050 shares of the Company's Class B Common Stock, in the aggregate, by certain investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or the managing partner. Goldman Sachs is the investment manager for certain of the investment partnerships.