Edgar Filing: Dobrusin Charles E

Schedule 13D Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Hyatt Hotels Corporation

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

448579102

(CUSIP Number)

Charles E. Dobrusin

104 South Michigan Ave., Suite 900

Chicago, IL 60603

(312) 436-1206

Harry B. Rosenberg

10 S. Wacker Dr., Suite 4000

Chicago, IL 60606

(312) 207-6456

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

September 3, 2010

(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. ¨

(Page 1 of 13 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).

(Continued on following pages)


		13D		Page 2 of 13 Pages


CUSIP No. 448579102
1.	Names of reporting persons I.R.S. Identification Nos. of Above Persons (Entities Only) Charles E. Dobrusin and Harry B. Rosenberg, not individually, but solely as co-trustees of the trusts listed on Appendix A-1.
2.	Check the appropriate box if a member of a group (a) x (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 5,487,343*
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,487,343*
11.	Aggregate amount beneficially owned by each reporting person 5,487,343*
12.	Check if the aggregate amount in Row (11) excludes certain shares x
13.	Percent of class represented by amount in Row (11) 3.2%*
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”), and 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 Persons (as defined in this Schedule 13D) are party to certain agreements with the Separately Filing Group Members (as defined in this 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 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 Separately Filing Group Members. Shares listed as beneficially owned by each 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 July 31, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, as adjusted to account for 539,588 shares of Class B Common Stock that were converted into shares of Class A Common Stock in connection with the Distribution (as defined herein). The Percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 173,922,706 shares of Common Stock outstanding as of July 31, 2010, 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 A Common Stock owned by the Reporting Persons represent less than 0.1% of the total voting power of the Common Stock as of July 31, 2010, as adjusted. The shares of Class B Common Stock owned by the Reporting Persons represent 4.1% of the total voting power of the Common Stock as of July 31, 2010. 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 July 31, 2010, as adjusted which is comprised of 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock, and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

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		13D		Page 3 of 13 Pages


CUSIP No. 448579102
1.	Names of reporting persons I.R.S. Identification Nos. of Above Persons (Entities Only) Jane E. Feerer, not individually, but solely as trustee of the trusts listed on Appendix A-2.
2.	Check the appropriate box if a member of a group (a) x (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 34,505*
		9.	Sole dispositive power 0
		10.	Shared dispositive power 34,505*
11.	Aggregate amount beneficially owned by each reporting person 34,505*
12.	Check if the aggregate amount in Row (11) excludes certain shares x
13.	Percent of class represented by amount in Row (11) Less than 0.1%
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.

All references to the number of shares outstanding are as of July 31, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, as adjusted to account for 539,588 shares of Class B Common Stock that were converted into shares of Class A Common Stock in connection with the Distribution. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 173,922,706 shares of Common Stock outstanding as of July 31, 2010, as adjusted, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. 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 Persons represent less than 0.1% of the total voting power of the Common Stock as of July 31, 2010, 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 July 31, 2010, as adjusted, which is comprised of 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

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		13D		Page 4 of 13 Pages


CUSIP No. 448579102
1.	Names of reporting persons I.R.S. Identification Nos. of Above Persons (Entities Only) JP Morgan Trust Company (Bahamas) Limited, not individually, but solely as trustee of the trusts listed on Appendix A-3.
2.	Check the appropriate box if a member of a group (a) x (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 Bahamas
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 1,485,051*
		9.	Sole dispositive power 0
		10.	Shared dispositive power 1,485,051*
11.	Aggregate amount beneficially owned by each reporting person 1,485,051*
12.	Check if the aggregate amount in Row (11) excludes certain shares x
13.	Percent of class represented by amount in Row (11) 0.9%*
14.	Type of reporting person OO

All references to the number of shares outstanding are as of July 31, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, as adjusted to account for 539,588 shares of Class B Common Stock that were converted into shares of Class A Common Stock in connection with the Distribution. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 173,922,706 shares of Common Stock outstanding as of July 31, 2010, 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 Persons represent 1.1% of the total voting power of the Common Stock as of July 31, 2010, 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 July 31, 2010, as adjusted, which is comprised of 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

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		13D		Page 5 of 13 Pages


CUSIP No. 448579102
1.	Names of reporting persons I.R.S. Identification Nos. of Above Persons (Entities Only) CIBC Trust Company (Bahamas) Limited, not individually, but solely as trustee of the trusts listed on Appendix A-4.
2.	Check the appropriate box if a member of a group (a) x (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 Bahamas
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 57,003*
		9.	Sole dispositive power 0
		10.	Shared dispositive power 57,003*
11.	Aggregate amount beneficially owned by each reporting person 57,003*
12.	Check if the aggregate amount in Row (11) excludes certain shares x
13.	Percent of class represented by amount in Row (11) less than 0.1%*
14.	Type of reporting person OO

All references to the number of shares outstanding are as of July 31, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, as adjusted to account for 539,588 shares of Class B Common Stock that were converted into shares of Class A Common Stock in connection with the Distribution. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 173,922,706 shares of Common Stock outstanding as of July 31, 2010, 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 Persons represent less than 0.1% of the total voting power of the Common Stock as of July 31, 2010, 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 July 31, 2010, as adjusted, which is comprised of 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

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CUSIP No. 448579102		13D		Page 6 of 13 Pages

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: September 8, 2010


/s/ Charles E. Dobrusin
Charles E. Dobrusin, not individually, but solely in his capacity as co-trustee of JNP 2010-P.G. Trust, JNP Parachute Mirror Trust K, JNP Parachute Mirror Trust L, JNP Parachute Trust #2, JNP Parachute Mirror Trust A, and JNP Parachute Mirror Trust B

/s/ Harry B. Rosenberg
Harry B. Rosenberg, not individually, but solely in his capacity as co-trustee of JNP 2010-P.G. Trust, JNP Parachute Mirror Trust K, JNP Parachute Mirror Trust L, JNP Parachute Trust #2, JNP Parachute Mirror Trust A, and JNP Parachute Mirror Trust B

/s/ Jane E. Feerer
Jane E. Feerer, not individually, but solely in her capacity as trustee of Tal LaSalle Mirror Trust #17D and Tal—2010 ECI Family Trust #4

JP Morgan Trust Company (Bahamas) Limited, not individually, but solely in its capacity as trustee of JNP 2010 Parachute Trust N2 and JNP 2010 Parachute Trust N3

By:		/s/ Cameron A. Carey
		Name: Cameron A. Carey
		Title: Associate*

By:		/s/ Marsya Cates
		Name: Marsya Cates
		Title: Vice President*

*	A Secretary’s Certificate evidencing the authority of such persons to file this Amendment No. 1 on behalf of JP Morgan Trust Company (Bahamas) Limited was previously filed as Exhibit 5 to the Schedule 13D and is incorporated herein by reference.

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CUSIP No. 448579102		13D		Page 7 of 13 Pages


CIBC Trust Company (Bahamas) Limited, not individually, but solely in its capacity as trustee of THP 2010 Trust N2, WJP 2010 Trust N2 and 1740-40 AANP Trust

By:		/s/ Schevon Miller
		Name: Schevon Miller
		Title: Authorized Signatory**

By:		/s/ Carlis E. Chisholm
		Name: Carlis E. Chisholm
		Title: Authorized Signatory**

**	A Secretary’s Certificate evidencing the authority of such persons to file this Amendment No. 1 on behalf of CIBC Trust Company (Bahamas) Limited was previously filed as Exhibit 6 to the Schedule 13D and is incorporated herein by reference.

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CUSIP No. 448579102		13D		Page 8 of 13 Pages

Appendix A-1

JNP 2010-P.G. Trust

JNP Parachute Mirror Trust K

JNP Parachute Mirror Trust L

JNP Parachute Trust #2

JNP Parachute Mirror Trust A

JNP Parachute Mirror Trust B

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CUSIP No. 448579102		13D		Page 9 of 13 Pages

Appendix A-2

Tal LaSalle Mirror Trust #17D

Tal—2010 ECI Family Trust #4

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CUSIP No. 448579102		13D		Page 10 of 13 Pages

Appendix A-3

JNP 2010 Parachute Trust N2

JNP 2010 Parachute Trust N3

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CUSIP No. 448579102		13D		Page 11 of 13 Pages

Appendix A-4

THP 2010 Trust N2

WJP 2010 Trust N2

1740-40 AANP Trust

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CUSIP No. 448579102		13D		Page 12 of 13 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		% of Total Common Stock⁴		% of Total Voting Power⁵
Co-Trustees of the U.S. Situs Trusts⁶	—	—	5,149,874	4.0	%	3.0	%	3.8	%
Trustee of the Non-U.S. Situs Trusts⁷	—	—	4,698,863	3.6	%	2.7	%	3.5	%
Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons⁸	—	—	18,044,396	13.9	%	10.4	%	13.5	%
Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons⁹	—	—	5,846,633	4.5	%	3.4	%	4.4	%
Trustees of the James N. Pritzker Family Trusts and Other Reporting Persons¹⁰	8,470	*	7,055,432	5.4	%	4.1	%	5.3	%
Trustees of the John A. Pritzker Family Trusts¹¹	—	—	—	—		—		—
Trustees of the Linda Pritzker Family Trusts and Other Reporting Persons¹²	—	—	—	—		—		—

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,456,706 shares of the Class A Common Stock outstanding as of July 31, 2010, as adjusted, assuming that no 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 129,466,000 shares of Class B Common Stock outstanding as of July 31, 2010, as adjusted.

⁴	The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock outstanding as of July 31, 2010, 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 July 31, 2010, as adjusted, which is comprised of 44,456,706 shares of Class A Common Stock and 129,466,000 shares of Class B Common Stock and assumes that no 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 by Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely in their capacity as co-trustees of the 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 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.

⁸

See Amendment No. 1 to the Schedule 13D filed on September 8, 2010 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 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.

¹⁰

See the Schedule 13D filed on August 26, 2010 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.

¹¹

See the Schedule 13D filed on August 26, 2010 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.

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CUSIP No. 448579102		13D		Page 13 of 13 Pages


Trustees of the Karen L. Pritzker Family Trusts¹³	—	—	8,584,104	6.6	%	4.9	%	6.4	%
Trustees of the Penny Pritzker Family Trusts and Other Reporting Persons¹⁴	1,651	*	8,731,294	6.7	%	5.0	%	6.5	%
Trustees of the Daniel F. Pritzker Family Trusts¹⁵	—	—	10,001,457	7.7	%	5.8	%	7.5	%
Trustees of the Anthony N. Pritzker Family Trusts¹⁶	—	—	9,524,762	7.4	%	5.5	%	7.1	%
Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons¹⁷	—	—	16,879,919	13.0	%	9.7	%	12.6	%
Trustees of the Jay Robert Pritzker Family Trusts¹⁸	—	—	9,316,593	7.2	%	5.4	%	7.0	%
Trustee of the Richard Pritzker Family Trusts¹⁹	—	—	520,587	0.4	%	0.3	%	0.4	%
Pritzker Family Group Totals	10,121	*	104,353,914	80.6	%	60.0	%	77.9	%

*	Less than 1% beneficial ownership

¹²

See Amendment No. 1 to the Schedule 13D filed on September 8, 2010 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.

¹³

See the Schedule 13D filed on August 26, 2010 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.

¹⁴

See the Schedule 13D filed on August 26, 2010 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.

¹⁵

¹⁶

¹⁷

See Amendment No. 1 to the Schedule 13D filed on September 8, 2010 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.

¹⁸

See the Schedule 13D filed on August 26, 2010 by Thomas J. Muenster, 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.

¹⁹

See the Schedule 13D filed on August 26, 2010 by CIBC Trust Company (Bahamas) Limited, solely as trustee of 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.

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