Filing Details

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

(Amendment No. 9)

Hyatt Hotels Corporation

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

448579102

(CUSIP Number)

Cathy A. Birkeland, Esq.

Alexa M. Berlin, Esq.

Latham & Watkins LLP

330 N. Wabash Avenue, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 9, 2024

(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. [ ]

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 27 Pages)

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the 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 the 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 other Reporting Person or 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 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as adjusted to account for (i) the conversion of an aggregate of 455,775 shares of Class B Common Stock into 455,775 shares of Class A Common Stock in connection with the sales by the Reporting Persons on January 9, 2024 and (ii) the conversion of an aggregate of 471,147 shares of Class B Common Stock into 471,147 shares of Class A Common Stock in connection with sales by certain other Separately Reporting Group Members between October 17, 2023 and December 21, 2023. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 103,138,939 shares of Common Stock outstanding as of October 27, 2023, as adjusted. With respect to matters upon which the Issuers 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 2.9% of the total voting power of the Common Stock as of October 27, 2023, as adjusted. 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 27, 2023, as adjusted, which is comprised of 45,148,112 shares of Class A Common Stock and 57,990,827 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the 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 the 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 other Reporting Person or 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 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as adjusted to account for (i) the conversion of an aggregate of 455,775 shares of Class B Common Stock into 455,775 shares of Class A Common Stock in connection with the sales by the Reporting Persons on January 9, 2024 and (ii) the conversion of an aggregate of 471,147 shares of Class B Common Stock into 471,147 shares of Class A Common Stock in connection with sales by certain other Separately Reporting Group Members between October 17, 2023 and December 21, 2023. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 103,138,939 shares of Common Stock outstanding as of October 27, 2023, as adjusted. With respect to matters upon which the Issuers 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 2.9% of the total voting power of the Common Stock as of October 27, 2023, as adjusted. 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 27, 2023, as adjusted, which is comprised of 45,148,112 shares of Class A Common Stock and 57,990,827 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the 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 the 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 other Reporting Person or 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 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as adjusted to account for (i) the conversion of an aggregate of 455,775 shares of Class B Common Stock into 455,775 shares of Class A Common Stock in connection with the sales by the Reporting Persons on January 9, 2024 and (ii) the conversion of an aggregate of 471,147 shares of Class B Common Stock into 471,147 shares of Class A Common Stock in connection with sales by certain other Separately Reporting Group Members between October 17, 2023 and December 21, 2023. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 103,138,939 shares of Common Stock outstanding as of October 27, 2023, as adjusted. With respect to matters upon which the Issuers 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 2.9% of the total voting power of the Common Stock as of October 27, 2023, as adjusted. 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 27, 2023, as adjusted, which is comprised of 45,148,112 shares of Class A Common Stock and 57,990,827 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the 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 the 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 other Reporting Person or 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 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as adjusted to account for (i) the conversion of an aggregate of 455,775 shares of Class B Common Stock into 455,775 shares of Class A Common Stock in connection with the sales by the Reporting Persons on January 9, 2024 and (ii) the conversion of an aggregate of 471,147 shares of Class B Common Stock into 471,147 shares of Class A Common Stock in connection with sales by certain other Separately Reporting Group Members between October 17, 2023 and December 21, 2023. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 103,138,939 shares of Common Stock outstanding as of October 27, 2023, as adjusted. With respect to matters upon which the Issuers 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 27, 2023, as adjusted. 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 27, 2023, as adjusted, which is comprised of 45,148,112 shares of Class A Common Stock and 57,990,827 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the 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 the 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 other Reporting Person or 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 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as adjusted to account for (i) the conversion of an aggregate of 455,775 shares of Class B Common Stock into 455,775 shares of Class A Common Stock in connection with the sales by the Reporting Persons on January 9, 2024 and (ii) the conversion of an aggregate of 471,147 shares of Class B Common Stock into 471,147 shares of Class A Common Stock in connection with sales by certain other Separately Reporting Group Members between October 17, 2023 and December 21, 2023. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 103,138,939 shares of Common Stock outstanding as of October 27, 2023, as adjusted. With respect to matters upon which the Issuers 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 0.2% of the total voting power of the Common Stock as of October 27, 2023, as adjusted. 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 27, 2023, as adjusted, which is comprised of 45,148,112 shares of Class A Common Stock and 57,990,827 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the 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 the 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 other Reporting Person or 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 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as adjusted to account for (i) the conversion of an aggregate of 455,775 shares of Class B Common Stock into 455,775 shares of Class A Common Stock in connection with the sales by the Reporting Persons on January 9, 2024 and (ii) the conversion of an aggregate of 471,147 shares of Class B Common Stock into 471,147 shares of Class A Common Stock in connection with sales by certain other Separately Reporting Group Members between October 17, 2023 and December 21, 2023. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 103,138,939 shares of Common Stock outstanding as of October 27, 2023, as adjusted. With respect to matters upon which the Issuers 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 27, 2023, as adjusted. 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 27, 2023, as adjusted, which is comprised of 45,148,112 shares of Class A Common Stock and 57,990,827 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

EXPLANATORY NOTE: This constitutes Amendment No. 9 (Amendment No. 9) to the Schedule 13D filed by the Reporting Persons with the SEC on August 26, 2010 pursuant to Section 13(d) of the Act, and Rule 13d-1(a) thereunder, as previously amended by Amendment No. 1 filed by the Reporting Persons with respect to the Issuer on September 9, 2010 (Amendment No. 1) and further amended by Amendment No. 2 filed by the Reporting Persons with respect to the Issuer on May 18, 2011 (Amendment No. 2) and further amended by Amendment No. 3 filed by the Reporting Persons with respect to the Issuer on December 7, 2011 (Amendment No. 3) and further amended by Amendment No. 4 filed by the Reporting Persons with respect to the Issuer on December 4, 2012 (Amendment No. 4) and further amended by Amendment No. 5 filed by the Reporting Persons with respect to the Issuer on December 19, 2012 (Amendment No. 5) and further amended by Amendment No. 6 filed by the Reporting Persons with respect to the Issuer on June 6, 2013 (Amendment No. 6) and further amended by Amendment No. 7 filed by the Reporting Persons with respect to the Issuer on June 21, 2013 (Amendment No. 7) and further amended by Amendment No. 8 filed by the Reporting Persons with respect to the Issuer on January 10, 2017 (Amendment No. 8) (as so amended, the Schedule 13D). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein. Only those items amended are reported herein. Capitalized terms used in this Amendment No. 9 without being defined herein have the respective meanings given to them in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is amended by deleting the first three paragraphs thereof and replacing such paragraphs with the following:

(a)-(c) This Schedule 13D is being filed by (i) Robin Road Trust Company LLC, as trustee of the trusts listed on Appendix A-1 and as trustee of Robin Road Trust; (ii) Tawani Enterprises, Inc.; (iii) Jennifer N. Pritzker, not individually, but as sole director and trustee of the sole stockholder of Tawani Enterprises, Inc.; (iv) Mary F. Falcon, not individually, but solely as trustee of the trust listed on Appendix A-2; (v) JP Morgan Trust Company (Bahamas) Limited, not individually, but solely as trustee of the trusts listed on Appendix A-3; and (vi) FirstCaribbean International Trust Company (Bahamas) Limited (formerly CIBC Trust Company (Bahamas) Limited), not individually, but solely in its capacity as trustee of the trusts listed on Appendix A-4 (collectively, the Reporting Persons).

The address of the principal business and principal office of the Reporting Persons is:

Nashville, Tennessee 37219

Chicago, Illinois 60603

Chicago, Illinois 60603

Chicago, Illinois 60603

Shirley & Charlotte Streets

P.O. Box N-4899

Nassau, Bahamas

West Bay Street

P.O. Box N-3933

Nassau, Bahamas

The principal business of Ms. Pritzker is President and Chief Executive Officer of Tawani Enterprises, Inc., Founder and Chair of the Pritzker Military Museum and Library, Founder of the Pritzker Military Foundation, and Founder of the Tawani Foundation. The other Reporting Persons are principally engaged in the business of investing the assets of the trusts for the benefit of the beneficiaries of such trusts.

Item 2 of the Schedule 13D is amended and supplemented as follows:

The Reporting Persons have entered into a Joint Filing Agreement, dated as of January 12, 2024, a copy of which is attached as Exhibit 23 to this Amendment No. 9.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and supplemented as follows:

On November 2, 2020, Harry B. Rosenberg and Charles E. Dobrusin resigned as trustee of the trusts listed on Appendix A-1 and Robin Road Trust Company LLC was appointed as successor trustee of such trusts (the Trustee Resignation). No consideration was paid in connection with the appointment of Robin Road Trust Company LLC as successor trustee of the trust listed on Appendix A-1 and such appointment constitutes a Permitted Transfer as defined under the Issuers Amended and Restated Certificate of Incorporation and, accordingly, the shares of Class B Common Stock held by the trusts listed on Appendix A-1 remain shares of Class B Common Stock following the appointment of Robin Road Trust Company LLC as successor trustee of such trusts.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

The Trustee Resignation was completed on November 2, 2020, as described in Item 3 of this Amendment No. 9.

On January 9, 2024, Robin Road Trust Company LLC, as trustee of JNP Parachute Mirror Trust K, JNP Parachute Mirror Trust L and JNP 2010 P.G. Trust (collectively, the Sellers), sold an aggregate of 455,775 shares of Class B Common Stock in a block trade with a broker-dealer at a price of $126.21 per share, for an aggregate price of $57,523,362.75 (the January 2024 Sale). In accordance with the Issuers Amended and Restated Certificate of Incorporation, the shares of Class B Common Stock sold pursuant to the January 2024 Sale automatically converted into shares of Class A Common Stock immediately upon the January 2024 Sale.

Item 5. Interest in Securities of the Issuer

Item 5 of Schedule 13D is amended and supplemented as follows:

(a)-(b) As of the date hereof, the Reporting Persons in the aggregate may be deemed to be the beneficial owners of 1,964,376 shares of Class A Common Stock issuable upon conversion of 1,964,376 of Class B Common Stock beneficially owned by the Reporting Persons. Based on the number of shares of Class B Common Stock outstanding as of October 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as adjusted to account for (i) the conversion of an aggregate of 455,775 shares of Class B Common Stock into 455,775 shares of Class A Common Stock in connection with the sales by the Reporting Persons on January 9, 2024 and (ii) the conversion of an aggregate of 471,147 shares of Class B Common Stock into 471,147 shares of Class A Common Stock in connection with sales by certain other Separately Reporting Group Members between October 17, 2023 and December 21, 2023, the number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 3.4% of the total number of shares of Class B Common Stock outstanding. Based on the number of shares of Common Stock outstanding as of October 27, 2023, as adjusted, the number of shares of Common Stock beneficially owned by the Reporting Persons represents 1.9% of the total number of shares of Common Stock outstanding and 3.1% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

Schedule A attached to this Amendment No. 9 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 9 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 each Reporting Person.

Robin Road Trust Company LLC is a manager-managed limited liability company and the trustee of the trusts listed on Appendix A-1, and in such capacity may be deemed to beneficially own the 1,823,098 shares of Class B Common Stock held by such trusts. Robin Road Trust is the sole member of Robin Road Trust Company LLC, and in such capacity may be deemed to beneficially such shares of Class B Common Stock. Robin Road Trust Company LLC is the trustee of Robin Road Trust, and in such capacity may be deemed to beneficially own such shares of Class B Common Stock. The Managing Directors of Robin Road Trust Company LLC are David Pelizzon, Mary F. Falcon and Michelle Nakfoor. The voting and investment decisions of Robin Road Trust Company LLC are made by the Trust and Investment Committee of its board of managers, consisting of David Pelizzon, Mary F. Falcon, Michelle Nakfoor, John Ringer and Evangelia Liaskis. The Managing Directors and the members of the Trust and Investment Committee disclaim beneficial ownership as a result of serving as Managing Directors and/or serving on the Trust and Investment Committee. Robin Road Trust Company LLC has also authorized Tawani Enterprises, Inc. to make certain investment decisions on behalf of Robin Road Trust Company LLC, and in such capacity Tawani Enterprises, Inc. may, for the purposes hereof, be deemed to beneficially own such shares of Class B Common Stock. Tawani Enterprises, Inc. is a corporation whose sole director is Jennifer N. Pritzker and whose sole stockholder is the Jennifer N. Pritzker Revocable Trust, with Jennifer N. Pritzker as sole trustee. In such capacity, Ms. Pritzker may, for the purposes hereof, be deemed to beneficially own such shares of Class B Common Stock.

Based solely on the information contained in the Form 4 filings filed on December 19, 2023 and December 22, 2023 by a Separately Filing Group Member, such Separately Filing Group Member sold an aggregate of 310,521 shares of Class B Common Stock. In accordance with the Issuers Amended and Restated Certificate of Incorporation, the shares of Class B Common Stock sold pursuant to such sales automatically converted upon such sales into shares of Class A Common Stock.

Based solely on the information contained in the Schedule 13Ds, as amended, filed by the Separately Filing Group Members, as of the date hereof, the Pritzker Family Group in the aggregate may be deemed to be the beneficial owners of 603,343 shares of currently issued Class A Common Stock and 55,720,432 shares of Class A Common Stock issuable upon conversion of 55,720,432 shares of Class B Common Stock beneficially owned by the Pritzker Family Group as set forth in Schedule B described below. The number of shares of Class A Common Stock beneficially owned by the Pritzker Family Group and currently issued represents 1.3% of the total number of shares of Class A Common Stock outstanding, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. The number of shares of Class B Common Stock beneficially owned by the Pritzker Family Group represents 96.1% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Pritzker Family Group represents 54.6% of the total number of shares of Common Stock outstanding and 89.2% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

Schedule B attached to this Amendment No. 9 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 9 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 Persons 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.

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:

Robin Road Trust Company LLC has authorized Tawani Enterprises, Inc. to make certain investment decisions on behalf of Robin Road Trust Company LLC, including decisions related to the assets held by the trusts listed on Appendix A-1.

On January 20, 2021, in connection with the Trustee Resignation, Robin Road Trust Company LLC, as successor trustee of the trusts listed on Appendix A-1, executed a joinder to, and thereby became subject to the provisions of, the Global Hyatt Agreement.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended by adding the following exhibits thereto:

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: January 12, 2024

[Signature Page to Schedule 13D]

[Signature Page to Schedule 13D]

Appendix A-1

JNP 2010 P.G. Trust

JNP Parachute Mirror Trust K

JNP Parachute Mirror Trust L

Appendix A-2

Tal 2010 ECI Family Mirror Trust #4

Appendix A-3

JNP 2010 Parachute Trust N2

2010 N3 Purpose Trust

Appendix A-4

THP 2010 Trust N2

Schedule A

Certain Information Regarding the

Reporting Persons¹

Schedule B

Certain Information Regarding the

Separately Filing Group Members¹