* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
As provided in the Issuer's Amended and Restated Certificate of Incorporation, 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, whether or not for value, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. |
(2) |
Represents shares allocated from a Pritzker Family U.S. Situs Trust to P.G. Nicholas Trust M ("Nicholas Trust"), a trust for which the Reporting Person is a co-trustee and a beneficiary. As such, no consideration was paid in connection with such allocation. The allocation of shares of Class B Common Stock from such Pritzker Family U.S. Situs Trust to Nicholas Trust constitutes a "permitted transfer" as defined under the Issuer's Amended and Restated Certificate of Incorporation. Contemporaneous with such allocation, Marshall E. Eisenberg, solely in his capacity as a co-trustee of Nicholas Trust, has executed a joinder to, and thereby has become subject to the provisions of, the Amended and Restated Global Hyatt Agreement. Accordingly, immediately following the allocation, the shares will remain shares of Class B Common Stock. |
(3) |
Nicholas J. Pritzker, the Reporting Person, serves as co-trustee of Nicholas Trust and has investment power over the shares beneficially owned by Nicholas Trust. The Reporting Person is also the beneficiary of Nicholas Trust. In addition, the Reporting Person and Nicholas Trust may be deemed to be members of a group because they have agreed to certain voting agreements and limitations on transfers of shares of Class A Common Stock and Class B Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |