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Filing Details

Accession Number:: 0000769993-17-000564
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-05-31 19:10:20
Reporting Period:: 2017-05-26

Filing Date:: 2017-05-31
Accepted Time:: 2017-05-31 19:10:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1468174	Hyatt Hotels Corp	H	Hotels & Motels (7011)	201480589

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1473161	Gs Sunray Holdings Subco I, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1473162	Gs Sunray Holdings Subco Ii, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1473163	Gs Sunray Holdings Parallel Subco, L.l.c.	200 West Street New York NY 10282	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2017-05-26	4,000,000	$0.00	4,445,986	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2017-05-26	4,000,000	$57.53	445,986	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2017-05-26	4,000,000	$0.00	4,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,654,050			No	4	C	Indirect

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany", and together with GS Capital, GS Offshore and GS Parallel, the "Limited Partnerships"), GS Sunray Holdings Subco I, L.L.C. ("GS Sunray I"), GS Sunray Holdings Subco II, L.L.C. ("GS Sunray II"), GS Sunray Holdings Parallel Subco, L.L.C. ("GS Sunray Parallel", and together with GS Sunray I and GS Sunray II, the "Sunray Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), (continued in next footnote)
GS Advisors VI, L.L.C. ("GS Advisors") and Goldman, Sachs Management GP GmbH ("GS GmbH", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, the Limited Partnerships, the Sunray Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager for certain of the Limited Partnerships. The Sunray Entities are owned directly and indirectly by the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or managing partner.
Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
Pursuant to an underwriting agreement, dated May 22, 2017 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.01 per share (the "Common Stock"), of Hyatt Hotels Corporation (the "Company"), pursuant to the final prospectus supplement dated May 22, 2017, which offering was consummated on May 26, 2017 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from GS Sunray I, GS Sunray II and GS Sunray Parallel (the "Selling Stockholders"). The Selling Stockholders sold an aggregate of 4,000,000, shares of Common Stock, consisting of 1,743,281 shares of Common Stock sold by GS Sunray I, 1,743,281 shares of Common Stock sold by GS Sunray II and 513,438 shares of Common Stock sold by GS Sunray Parallel.
On May 26, 2017, 4,000,000 shares of Class B Common Stock beneficially owned directly by the Sunray Entities were converted into 4,000,000 shares of Common Stock.
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 each be deemed to beneficially own indirectly 8,654,050 shares of the Company's Class A Common Stock by reason of the direct beneficial ownership of 8,654,050 shares of the Company's Class B Common Stock, in the aggregate, by the Sunray Entities. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
GS Group may be deemed to beneficially own 32,284 shares of Class A Common Stock that were granted to Richard A. Friedman, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Third Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan under the Hyatt Hotels Corporation Non-Employee Director Compensation Program (the "Plan"). Mr. Friedman has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group. GS Group beneficially owns directly 7,096 shares of Class A Common Stock. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 406,606 shares of Class A Common Stock and Goldman Sachs also had open short positions of 16,464 shares of Class A Common Stock, reflecting changes due to exempt transactions.
GS Sunray I may be deemed to beneficially own 3,771,608 shares of Class A Common Stock by reason of its direct beneficial ownership of 3,771,608 shares of Class B Common Stock. GS Sunray II may be deemed to beneficially own 3,771,608 shares of Class A Common Stock by reason of its direct beneficial ownership of 3,771,608 shares of Class B Common Stock. GS Sunray Parallel may be deemed to beneficially own 1,110,834 shares of Class A Common Stock by reason of its direct beneficial ownership of 1,110,834 shares of Class B Common Stock.
GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 4,039,622 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II. GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 3,360,028 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II. GS Parallel, and its general partner GS Advisors, may be deemed to beneficially own indirectly 1,110,834 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray Parallel. GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 143,566 shares of Class A Common Stock by reason of the direct beneficial ownership of Class B Common Stock by GS Sunray I and GS Sunray II.