| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
Hyatt Hotels Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
150 North Riverside Plaza, 8th Floor, Chicago,
ILLINOIS
, 60606. |
Item 1 Comment:
This Amendment No. 6 to Schedule 13D (the "Amendment") relates to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation, a Delaware corporation (the "Issuer"). This Amendment amends and supplements, as set forth below, the Schedule 13D originally filed by the persons listed in Item 2 below with respect to the Issuer on August 26, 2010, as amended by Amendment No. 1 filed on May 8, 2018, Amendment No. 2 filed on October 6, 2020, Amendment No. 3 filed on March 18, 2021, Amendment No. 4 filed on November 14, 2023 and Amendment No. 5 filed on July 2, 2025 (as amended, the "Schedule 13D"). The Schedule 13D is amended and supplemented by adding the information contained herein. Only those items amended are reported herein.
Schedule A attached to the Schedule 13D is replaced in its entirety by Schedule A attached, to Exhibit 2, hereto, and all references to "Schedule A" in the Schedule 13D shall be to "Schedule A" attached, to Exhibit 2, hereto. Schedule B attached to the Schedule 13D is replaced in its entirety by Schedule B attached, to Exhibit 3, hereto, and all references to "Schedule B" in the Schedule 13D shall be to "Schedule B" attached, to Exhibit 3, hereto. |
| Item 2. | Identity and Background |
|
| (a) | Item 2 of the Schedule 13D is amended by deleting the first paragraph thereof and replacing such paragraph with the following:
This Schedule 13D is being filed by: Andrew D. Wingate, Lucinda Falk and Zena Tamler, not individually, but solely as co-trustees of DJPS P.G. Trust, Bank of Nova Scotia Trust Company (Bahamas) Ltd, not individually, but solely as trustee of the trusts listed on Appendix A-1 attached, to Exhibit 1, hereto, and 1953 Private Family Trust Company LLC, not individually, but solely as trustee of the trusts listed on Appendix A-2 attached, to Exhibit 1, hereto (collectively, the "Reporting Persons"). |
| (b) | Item 2 of the Schedule 13D is amended by deleting the second paragraph thereof and replacing such paragraph with the following:
The address of the principal business and principal office of the Reporting Persons is for Andrew D. Wingate, Lucinda Falk and Zena Tamler, not individually, but solely as co-trustees of DJPS P.G. Trust, 944 Main Street, Branford, Connecticut 06405, for Bank of Nova Scotia Trust Company (Bahamas) Ltd, not individually, but solely as trustee of the trusts listed on Appendix A-1 attached, to Exhibit 1, hereto, P.O. Box N-3016, 404 East Bay Street, Nassau, Bahamas, and for 1953 Private Family Trust Company LLC, not individually, but solely as trustee of the trusts listed on Appendix A-2 attached, to Exhibit 1, hereto, 255 Buffalo Way, PO Box 1905, Jackson Wyoming 83001. |
| (c) | The Reporting Persons are principally engaged in the business of investing the assets of the trusts for the benefit of the beneficiaries of such trusts. The Reporting Persons entered into a Joint Filing Agreement, dated as of July 1 2025, a copy of which is attached as Exhibit 4 to Amendment No. 5, filed on July 2, 2025 and which is incorporated herein by reference. The Reporting Persons may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the other persons referred to on Schedule B attached to Exhibit 3 of this Schedule 13D (the "Separately Filing Group Members"). It is the understanding of the Reporting Persons that the Separately Filing Group Members are filing separate Schedule 13Ds pursuant to Rule 13d-1(k)(2) under the Act. Schedule B attached to Exhibit 3 of this Schedule 13D sets forth certain information concerning the Separately Filing Group Members, which information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
(a)-(b) As of the date hereof, the Reporting Persons in the aggregate may be deemed to be the beneficial owners of 2,973,736 shares of Class A Common Stock issuable upon conversion of 2,973,736 shares of Class B Common Stock beneficially owned by the Reporting Persons. The number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 5.7% of the total number of shares of Class B Common Stock outstanding, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion. The number of shares of Common Stock beneficially owned by the Reporting Persons represents 3.2% of the total number of shares of Common Stock outstanding and 5.3% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.
Schedule A, attached to Exhibit 2 hereto, 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.
Based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members, as set forth in Schedule B attached, to Exhibit 3, hereto, as of the date hereof, the Pritzker Family Group in the aggregate may be deemed to be the beneficial owners of 766,775 shares of currently issued Class A Common Stock and 49,952,787 shares of Class A Common Stock issuable upon conversion of 49,952,787 shares of Class B Common Stock beneficially owned by the Pritzker Family Group. The number of shares of Class A Common Stock beneficially owned by the Pritzker Family Group and currently issued represents 1.9% of the total number of shares of Class A Common Stock outstanding, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion. The number of shares of Class B Common Stock beneficially owned by the Pritzker Family Group represents 95.7% of the total number of shares of Class B Common Stock outstanding, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion. The number of shares of Common Stock beneficially owned by the Pritzker Family Group represents 54.3% of the total number of shares of Common Stock outstanding and 88.8% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, in each case, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.
Schedule B attached, to Exhibit 3 hereto, 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 Separately Filing Group Member. All such information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.
All references to the number of shares outstanding are as of October 23, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission on October 29, 2026, as adjusted for the Conversion. The information set forth in this Schedule 13D, including Schedule A attached to Exhibit 2 and Schedule B attached to Exhibit 3 hereto, with respect to the percentage of shares of Class A Common Stock beneficially owned is based on 41,166,905 shares of Class A Common Stock outstanding as of October 23, 2026. The information with respect to the percentage of shares of Class B Common Stock beneficially owned is based on 52,223,183 shares of Class B Common Stock outstanding as of October 23, 2026, as adjusted.
Each Reporting Person disclaims beneficial ownership of the shares held by any other Reporting Person or any of the Separately Filing Group Members. The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons are, for purposes of Section 13(d) of the Act or otherwise, the beneficial owner of shares held by any other Reporting Person or any of the Separately Filing Group Members. |
| (b) | See Item 5(a) |
| (c) | The information concerning transactions in the Common Stock set forth in Exhibit 6 hereto is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Schedule 13D is amended and supplemented as follows:
Exhibit 1: Appendix A-1 and A-2;
Exhibit 2: Schedule A;
Exhibit 3: Schedule B;
Exhibit 4: Joint Filing Agreement, dated as of July 1, 2025, by and among DJPS P.G. Trust, A.N.P. Trust #27, ECI-Trust Julia, ACPS P.G. Trust, JSPV P.G. Trust, TSPV P.G. Trust, KLP 2006-N3 Family Trust, KLP 2006 N-4 Family Trust, JV 2010 N-1 Trust, TV 2010 N-1 Trust, AS 2010 N-1 Trust, DS 2010 N-1 Trust, Settlement 1740 Trust #33 and Settlement T-551-7 pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934. (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed by the Reporting Persons on July 2, 2025).
Exhibit 5: Secretary's Certificate of Bank of Nova Scotia Trust Company (Bahamas) Ltd evidencing authority of signatories to sign and file Schedule 13D and related documents on behalf of Bank of Nova Scotia Trust Company (Bahamas) Ltd. (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed by the Reporting Persons on October 6, 2020).
Exhibit 6: Schedule of Transactions in Common Stock. |
