SEC Form SC 13D/A filed by Hyatt Hotels Corporation (Amendment)

 

 

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. 25)

 

 

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)

March 13, 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. ☐

(Continued on following pages)

(Page 1 of 15 Pages)

 

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).

 

 

 

CUSIP No. 448579102		13D		Page 2 of 15 Pages

 

1.		Names of Reporting Persons  I.R.S. Identification Nos. of Above Persons (Entities Only)    UDQ Private Trust Company, LLC, solely as trustee of the trusts listed on Appendix A -1 and Appendix A-2.
2.		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3.		SEC Use Only
4.		Source of Funds    OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.		Citizenship or Place of Organization    United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power    0
				8.		Shared Voting Power    17,554,636*
				9.		Sole Dispositive Power    0
				10.		Shared Dispositive Power    17,554,636*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    17,554,636*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☒
13.		Percent of Class Represented by Amount in Row (11)    17.3%*
14.		Type of Reporting Person    OO

 

*

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). 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.

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 January 31, 2024, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2023, as adjusted to account for (i) an aggregate 1,283,000 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 13, 2024 and (ii) 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 sales by certain Separately Filing Group members on January 9, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 102,901,262 shares of Common Stock outstanding as of January 31, 2024, as adjusted. With respect to matters upon which the Issuer’s 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 28.7% of the total voting power of the Common Stock as of January 31, 2024, 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 January 31, 2024, as adjusted, which is comprised of 46,193,435 shares of Class A Common Stock and 56,707,827 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.

CUSIP No. 448579102		13D		Page 3 of 15 Pages

 

1.		Names of Reporting Persons  I.R.S. Identification Nos. of Above Persons (Entities Only)    GHHC, L.L.C.
2.		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3.		SEC Use Only
4.		Source of Funds    OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.		Citizenship or Place of Organization    United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power    0
				8.		Shared Voting Power    15,807,620*
				9.		Sole Dispositive Power    0
				10.		Shared Dispositive Power    15,807,620*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    15,807,620*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☒
13.		Percent of Class Represented by Amount in Row (11)    15.6%*
14.		Type of Reporting Person    OO

 

*

Represents shares of the Issuer’s Class A Common Stock issuable upon conversion of shares of the Issuer’s Class B Common Stock. 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.

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 January 31, 2024, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2023, as adjusted to account for (i) an aggregate 1,283,000 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 13, 2024 and (ii) 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 sales by certain Separately Filing Group members on January 9, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 102,901,262 shares of Common Stock outstanding as of January 31, 2024, as adjusted. With respect to matters upon which the Issuer’s 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 25.8% of the total voting power of the Common Stock as of January 31, 2024, 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 January 31, 2024, as adjusted, which is comprised of 46,193,435 shares of Class A Common Stock and 56,707,827 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.

CUSIP No. 448579102		13D		Page 4 of 15 Pages

 

1.		Names of Reporting Persons  I.R.S. Identification Nos. of Above Persons (Entities Only)   Gigi Pritzker Pucker, individually and as trustee of UDQ Trust, solely in such trust’s capacity as the member of UDQ Private Trust Company, LLC
2.		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3.		SEC Use Only
4.		Source of Funds    OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.		Citizenship or Place of Organization    United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power    0
				8.		Shared Voting Power    17,554,636*
				9.		Sole Dispositive Power    0
				10.		Shared Dispositive Power    17,554,636*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    17,554,636*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☒
13.		Percent of Class Represented by Amount in Row (11)    17.3%*
14.		Type of Reporting Person    IN; OO

 

*

Represents shares of the Issuer’s Class A Common Stock issuable upon conversion of shares of the Issuer’s Class B Common Stock. 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.

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 January 31, 2024, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2023, as adjusted to account for (i) an aggregate 1,283,000 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 13, 2024 and (ii) 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 sales by certain Separately Filing Group members on January 9, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 102,901,262 shares of Common Stock outstanding as of January 31, 2024, as adjusted. With respect to matters upon which the Issuer’s 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 28.7% of the total voting power of the Common Stock as of January 31, 2024, 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 January 31, 2024, as adjusted, which is comprised of 46,193,435 shares of Class A Common Stock and 56,707,827 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.

CUSIP No. 448579102		13D		Page 5 of 15 Pages

 

EXPLANATORY NOTE: This Amendment No. 25 to Schedule 13D (“Amendment No. 25”) relates to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation, a Delaware corporation (the “Issuer”), which has its principal executive office at 150 North Riverside Plaza, Chicago, Illinois 60606. This Amendment No. 25 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Issuer on August 26, 2010 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on September 8, 2010 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed by the Reporting Persons on May 18, 2011 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed by the Reporting Persons on November 29, 2011 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D filed by the Reporting Persons on January 4, 2012 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D filed by the Reporting Persons on December 4, 2012 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D filed by the Reporting Persons on December 18, 2012 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D filed by the Reporting Persons on May 17, 2013 (“Amendment No. 7”), Amendment No. 8 to Schedule 13D filed by the Reporting Persons on June 6, 2013 (“Amendment No. 8”), Amendment No. 9 to Schedule 13D filed by the Reporting Persons on June 21, 2013 (“Amendment No. 9”), Amendment No. 10 to Schedule 13D filed by the Reporting Persons on September 6, 2013 (“Amendment No. 10”), Amendment No. 11 to Schedule 13D filed by the Reporting Persons on December 2, 2013 (“Amendment No. 11”), Amendment No. 12 to Schedule 13D filed by the Reporting Persons on January 3, 2014 (“Amendment No. 12”), Amendment No. 13 to Schedule 13D filed by the Reporting Persons on March 4, 2015 (“Amendment No. 13”), Amendment No. 14 to Schedule 13D filed by the Reporting Persons on September 2, 2015 (“Amendment No. 14”), Amendment No. 15 to Schedule 13D filed by the Reporting Persons on August 31, 2016 (“Amendment No. 15”), Amendment No. 16 to the Schedule 13D filed by the Reporting Persons on December 9, 2016 (“Amendment No. 16”), Amendment No. 17 to the Schedule 13D filed by the Reporting Persons on August 17, 2017 (“Amendment No. 17”), Amendment No. 18 to the Schedule 13D filed by the Reporting Persons on September 20, 2017 (“Amendment No. 18”), Amendment No. 19 to the Schedule 13D filed by the Reporting Persons on November 22, 2017 (“Amendment No. 19”), Amendment No. 20 to the Schedule 13D filed by the Reporting Persons on December 6, 2017 (“Amendment No. 20’), Amendment No. 21 to the Schedule 13D filed by the Reporting Persons on May 16, 2018 (“Amendment No. 21”), Amendment No. 22 to the Schedule 13D filed by the Reporting Persons on September 13, 2018 (“Amendment No. 22”), Amendment No. 23 to the Schedule 13D filed by the Reporting Persons on August 16, 2019 (“Amendment No. 23”) and Amendment No. 24 to the Schedule 13D filed by the Reporting Persons on June 12, 2020 (“Amendment No. 24”). The Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20, Amendment No. 21, Amendment No. 22, Amendment No. 23 and Amendment No. 24, is referred to as the “Schedule 13D.” All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein. Only those items amended are reported herein.

CUSIP No. 448579102		13D		Page 6 of 15 Pages

 

Item 3. Source and Amount of Funds or Other Consideration

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

On December 23, 2022, UDQ Private Trust Company, LLC, as trustee of a trust for the benefit of Gigi Pritzker Pucker, transferred an aggregate of 81,570 shares of Class B Common Stock to another trust for the benefit of Gigi Pritzker Pucker, of which UDQ Private Trust Company, LLC also serves as trustee (the “December 2022 Transfer”). No consideration was paid in connection with the December 2022 Transfer, and the December 2022 Transfer constitutes a “Permitted Transfer” as defined in the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the transferred shares of Class B Common Stock remain shares of Class B Common Stock following the December 2022 Transfer.

On December 15, 2023, UDQ Private Trust Company, LLC, as trustee of a trust for the benefit of Gigi Pritzker Pucker, transferred an aggregate of 150,000 shares of Class B Common Stock to another trust for the benefit of Gigi Pritzker Pucker, of which UDQ Private Trust Company, LLC also serves as trustee (the “December 2023 Transfer”). No consideration was paid in connection with the December 2023 Transfer, and the December 2023 Transfer constitutes a “Permitted Transfer” as defined in the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the transferred shares of Class B Common Stock remain shares of Class B Common Stock following the December 2023 Transfer.

Item 4. Purpose of Transaction

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

The December 2022 Transfer was completed on December 23, 2022, as described in Item 3 of this Amendment No. 25.

The December 2023 Transfer was completed on December 15, 2023, as described in Item 3 of this Amendment No. 25.

On March 13, 2024, GHHC, L.L.C. entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with the Issuer, pursuant to which it sold an aggregate of 1,283,000 shares of Class B Common Stock at a price of $155.9593 per share, which represents the Volume Weighted Average Price for Class A Common Stock for the three (3) trading-day period ending March 13, 2024 as reported by Bloomberg, for an aggregate price of $200,095,781.90 (the “March 2024 Sale”). The March 2024 Sale is expected to close on or around March 15, 2024.

CUSIP No. 448579102		13D		Page 7 of 15 Pages

 

Item 5. Interest in Securities of the Issuer

Item 5 of the 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 17,554,636 shares 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 January 31, 2024, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2023, as adjusted to account for (i) an aggregate 1,283,000 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 13, 2024 and (ii) 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 sales by certain Separately Filing Group members on January 9, 2024, the number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 31.0% of the total number of shares of Class B Common Stock outstanding. Based on the number of shares of Common Stock outstanding as of January 31, 2024, as adjusted, the number of shares of Common Stock beneficially owned by the Reporting Persons represents 17.3% of the total number of shares of Common Stock outstanding and 28.7% 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. 25 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 25 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.

GHHC, L.L.C. is a member-managed Delaware limited liability company and directly holds 15,807,620 shares of Class B Common Stock. UDQ Private Trust Company, LLC is a manager-managed South Dakota limited liability company and the trustee of the trust listed on Appendix A-1, which is the controlling member of GHHC, L.L.C., and in such capacity may be deemed to beneficially own such shares of Class B Common Stock as well as the 1,747,016 shares of Class B Common Stock held by the trusts listed on Appendix A-2 for which it also serves as trustee. UDQ Trust is the sole member of UDQ Private Trust Company, LLC and in such capacity may be deemed to beneficially own such shares of Class B Common Stock. Gigi Pritzker Pucker is the trustee of UDQ Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own such shares of Class B Common Stock. The investment decisions of UDQ Private Trust Company, LLC are made by the Trust Committee of its board of managers, consisting of Gigi Pritzker Pucker, Michael A. Pucker, Timothy M. Hurd, Edward W. Rabin, Paula H. McMenamin and Derek Arend. The voting decisions of UDQ Private Trust Company, LLC are made by the independent members of the Trust Committee, consisting of Timothy M. Hurd, Edward W. Rabin, Paula H. McMenamin and Derek Arend. The members of the Trust Committee disclaim beneficial ownership as a result of serving on the Trust Committee.

CUSIP No. 448579102		13D		Page 8 of 15 Pages

 

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 54,437,432 shares of Class A Common Stock issuable upon conversion of 54,437,432 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 1.3% 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 96.0% 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 53.5% of the total number of shares of Common Stock outstanding and 88.9% 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. 25 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 25 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:

On March 13, 2024, GHHC, L.L.C. entered into the Purchase and Sale Agreement with the Issuer, pursuant to which it sold an aggregate of 1,283,000 shares of Class B Common Stock at a price of $155.9593 per share, which represents the Volume Weighted Average Price for Class A Common Stock for the three (3) trading-day period ending March 13, 2024 as reported by Bloomberg, for an aggregate price of $200,095,781.90. The Purchase and Sale Agreement contains customary representations and warranties of the parties relating to the ownership of the shares of Class B Common Stock being transferred and the ability of the parties to consummate the transaction. The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the text of Exhibit 18 hereto, which is incorporated by reference herein.

CUSIP No. 448579102		13D		Page 9 of 15 Pages

 

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows:

 

Exhibit 18		Purchase and Sale Agreement, dated as of March 13, 2024, between Hyatt Hotels Corporation and GHHC, L.L.C.

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: March 15, 2024

 

[Signature Page to Amendment No. 25 to Schedule 13D]

CUSIP No. 448579102		13D		Page 11 of 15 Pages

 

Appendix A-1

 

Trust Name		Jurisd. of Org.
F.L.P. Trust #14		South Dakota

CUSIP No. 448579102		13D		Page 12 of 15 Pages

 

Appendix A-2

 

Trust Name		Jurisd. of Org.
Trust GPP-PTA		Bahamas
PDTA Gigi Trust		South Dakota
PDTB Gigi Trust		South Dakota
NPDT Abigail Trust		South Dakota
NPDT Maggie Trust		South Dakota
NPDT Jessica Trust		South Dakota

CUSIP No. 448579102		13D		Page 13 of 15 Pages

 

Schedule A

Certain Information Regarding the

Reporting Persons¹

 

		Class A Common Stock2								Class B Common Stock3								% of Total Common Stock4				% of Total Voting Power5
Name of Beneficial Owner		Shares				% of Class A				Shares				% of Class B
UDQ Private Trust Company, LLC, solely in the capacity as trustee of the trust listed on Appendix A-1 and the trusts listed on Appendix A-2.6			—				—				17,554,636				31.0	%			17.3	%			28.7	%
GHHC, L.L.C.6			—				—				15,807,620				27.9	%			15.6	%			25.8	%
Gigi Pritzker Pucker, individually and as trustee of UDQ Trust, solely in such trust’s capacity as the member of UDQ Private Trust Company, LLC6			—				—				17,554,636				31.0	%			17.3	%			28.7	%

 

1

All references to the number of shares outstanding are as of January 31, 2024, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2023, as adjusted to account for (i) an aggregate 1,283,000 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 13, 2024 and (ii) 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 sales by certain Separately Filing Group members on January 9, 2024.

2

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 46,193,435 shares of Class A Common Stock outstanding as of January 31, 2024, as adjusted, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

3

The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 56,707,827 shares of Class B Common Stock outstanding as of January 31, 2024, as adjusted, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

4	The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 46,193,435 shares of Class A Common Stock and 56,707,827 shares of Class B Common Stock outstanding as of January 31, 2024, as adjusted.

5

With respect to matters upon which the Issuer’s 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 percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of January 31, 2024, as adjusted, which is comprised of 46,193,435 shares of Class A Common Stock and 56,707,827 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.

6

GHHC, L.L.C. is a member-managed Delaware limited liability company and directly holds 15,807,620 shares of Class B Common Stock. UDQ Private Trust Company, LLC is a manager-managed South Dakota limited liability company and the trustee of the trust listed on Appendix A-1, which is the controlling member of GHHC, L.L.C., and in such capacity may be deemed to beneficially own such shares of Class B Common Stock as well as the 1,747,016 shares of Class B Common Stock held by the trusts listed on Appendix A-2 for which it also serves as trustee. UDQ Trust is the sole member of UDQ Private Trust Company, LLC and in such capacity may be deemed to beneficially own such shares of Class B Common Stock. Gigi Pritzker Pucker is the trustee of UDQ Trust and in such capacity may, for the purposes hereof, be deemed to beneficially own such shares of Class B Common Stock. The investment decisions of UDQ Private Trust Company, LLC are made by the Trust Committee of its board of managers, consisting of Gigi Pritzker Pucker, Michael A. Pucker, Timothy M. Hurd, Edward W. Rabin, Paula H. McMenamin and Derek Arend. The voting decisions of UDQ Private Trust Company, LLC are made by the independent members of the Trust Committee, consisting of Timothy M. Hurd, Edward W. Rabin, Paula H. McMenamin and Derek Arend. The members of the Trust Committee disclaim beneficial ownership as a result of serving on the Trust Committee.

CUSIP No. 448579102		13D		Page 14 of 15 Pages

 

Schedule B

Certain Information Regarding the

Separately Filing Group Members¹

 

		Class A Common Stock2								Class B Common Stock3								% of Total Common Stock4				% of Total Voting Power5
Separately Filing Group Member		Shares				% of Class A				Shares				% of Class B
CIBC Trust Company (Bahamas) Limited in its capacity as trustee and Other Reporting Persons6			—				—				673,350				1.2	%			*				1.1	%
Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons7			588,693				1.3	%			22,520,767				39.7	%			22.7	%			36.9	%
Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons8			—				—				70,000				*				*				*
Trustees of the Jennifer N. Pritzker Family Trusts and Other Reporting Persons9			—				—				1,964,376				3.5	%			1.9	%			3.2	%
Trustees of the Linda Pritzker Family Trusts10			—				—				—				—				—				—
Trustees of the Karen L. Pritzker Family Trusts11			—				—				4,436,584				7.8	%			4.4	%			7.2	%
Trustee of the Penny Pritzker Family Trusts and Other Reporting Persons12			14,650				*				7,215,797				12.7	%			7.1	%			11.8	%
Trustees of the Daniel F. Pritzker Family Trusts and Other Reporting Persons13			—				—				1,922				*				*				*
Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons14			—				—				17,554,636				31.0	%			17.3	%			28.7	%
Pritzker Family Group Totals			603,343				1.3	%			54,437,432				96.0	%			54.2	%			88.1	%

 

*	Less than 1% beneficial ownership

 

1

All references to the number of shares outstanding are as of January 31, 2024, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2023, as adjusted to account for (i) an aggregate 1,283,000 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 13, 2024 and (ii) 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 sales by certain Separately Filing Group members on January 9, 2024.

2

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 46,193,435 shares of Class A Common Stock outstanding as of January 31, 2024, as adjusted, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

3

The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 56,707,827 shares of Class B Common Stock outstanding as of January 31, 2024, as adjusted, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

4	The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 46,193,435 shares of Class A Common Stock and 56,707,827 shares of Class B Common Stock outstanding as of January 31, 2024, as adjusted.

5

With respect to matters upon which the Issuer’s 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 percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of January 31, 2024, as adjusted, which is comprised of 46,193,435 shares of Class A Common Stock and 56,707,827 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.

6

See the Schedule 13D filed on August 26, 2010, as amended, by the CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

7

See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. Thomas J. Pritzker holds 244,648 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $52.65, 212,967 SARs that are currently exercisable at an exercise price of $80.02, 292,226 SARS that are currently exercisable at an exercise price of $71.67, 563,063 SARs that are currently exercisable at an exercise price of $48.66, 130,752 SARS that are currently exercisable at an exercise price of $80.46, 72,924 SARs that are currently exercisable at an exercise price of $95.06 and 30,902 SARs that are currently exercisable at an exercise price of $111.71. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not currently determinable and therefore not included in the table above because each SAR gives the holder the right to receive a number of shares of Class A Common Stock equal to the excess of the value of one share of Class A Common Stock at the exercise date, which is not determinable until the date of exercise, over the exercise price.

CUSIP No. 448579102		13D		Page 15 of 15 Pages

 

8

See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

9

See the Schedule 13D filed on August 26, 2010, as amended, by Charles E. Dobrusin and Harry B. Rosenberg, not individually, but solely as co-trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

10

See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

11

See the Schedule 13D filed on August 26, 2010, as amended, by Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

12

See the Schedule 13D filed on August 26, 2010, as amended, by John Kevin Poorman, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

13

See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

14

See the Schedule 13D filed on August 26, 2010, as amended, by Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely as trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein on, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.