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. ☐
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).
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CUSIP No. 448579102
|
|
13D
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|
Page 2 of 19 Pages
|
|
|
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|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Maroon Private Trust Company, LLC, solely as trustee of the trust listed on
Appendix A-1
.
|
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
20,723,351*
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
20,723,351*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,723,351*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
16.6%*
|
14.
|
|
Type of Reporting Person
OO
|
*
|
Represents shares of the Issuers Class A Common Stock, $0.01 par value per share (the
Class A Common Stock
), issuable upon conversion of shares of the Issuers 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 Issuers 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 July 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as adjusted to account for (i) the
conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and (ii) the conversion of an aggregate
of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in connection with sales by certain stockholders pursuant to an underwritten offering that settled on August 14, 2017. The percentage is calculated using the
total number of shares of Common Stock beneficially owned by the Reporting Person and based on 125,031,440 shares of Common Stock outstanding as of July 28, 2017, as adjusted. With respect to matters upon which the Issuers 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 25.6% of the total voting power of the Common Stock as of July 28, 2017, 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 28, 2017, as adjusted, which is comprised of 49,094,651 shares of Class A Common Stock and 75,936,789 shares of Class B Common Stock and assumes that no other outstanding
shares of Class B Common Stock have been converted into shares of Class A Common Stock.
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CUSIP No. 448579102
|
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13D
|
|
Page 3 of 19 Pages
|
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|
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|
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|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
THHC, 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
20,723,351*
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
20,723,351*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,723,351*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
16.6%*
|
14.
|
|
Type of Reporting Person
OO
|
*
|
Represents shares of the Issuers Class A Common Stock, $0.01 par value per share (the
Class A Common Stock
), issuable upon conversion of shares of the Issuers 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 Issuers 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 July 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as adjusted to account for (i) the
conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and (ii) the conversion of an aggregate
of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in connection with sales by certain stockholders pursuant to an underwritten offering that settled on August 14, 2017. The percentage is calculated using the
total number of shares of Common Stock beneficially owned by the Reporting Person and based on 125,031,440 shares of Common Stock outstanding as of July 28, 2017, as adjusted. With respect to matters upon which the Issuers 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 25.6% of the total voting power of the Common Stock as of July 28, 2017, 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 28, 2017, as adjusted, which is comprised of 49,094,651 shares of Class A Common Stock and 75,936,789 shares of Class B Common Stock and assumes that no other outstanding
shares of Class B Common Stock have been converted into shares of Class A Common Stock.
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CUSIP No. 448579102
|
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13D
|
|
Page 4 of 19 Pages
|
|
|
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|
|
|
|
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-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
Bahamian International Business Company
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
1,746,453*
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,746,453*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,746,453*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
1.4%*
|
14.
|
|
Type of Reporting Person
OO
|
*
|
Represents shares of the Issuers Class A Common Stock, $0.01 par value per share (the
Class A Common Stock
), issuable upon conversion of shares of the Issuers 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 Issuers 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 July 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as adjusted to account for (i) the
conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and (ii) the conversion of an aggregate
of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in connection with sales by certain stockholders pursuant to an underwritten offering that settled on August 14, 2017. The percentage is calculated using the
total number of shares of Common Stock beneficially owned by the Reporting Person and based on 125,031,440 shares of Common Stock outstanding as of July 28, 2017, as adjusted. With respect to matters upon which the Issuers 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 2.2% of the total voting power of the Common Stock as of July 28, 2017, 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 28, 2017, as adjusted, which is comprised of 49,094,651 shares of Class A Common Stock and 75,936,789 shares of Class B Common Stock and assumes that no other 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 5 of 19 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees of the trust listed on
Appendix A-3
.
|
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
50,963*
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
50,963*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
50,963*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
Less than 0.1%*
|
14.
|
|
Type of Reporting Person
OO
|
*
|
Represents shares of the Issuers Class A Common Stock, $0.01 par value per share (the
Class A Common Stock
), issuable upon conversion of shares of the Issuers 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 Issuers 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 are 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 Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Persons
and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Persons 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 Persons
disclaim beneficial ownership.
|
|
All references to the number of shares outstanding are as of July 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as adjusted to account for (i) the
conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and (ii) the conversion of an aggregate
of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in connection with sales by certain stockholders pursuant to an underwritten offering that settled on August 14, 2017. The percentage is calculated using the
total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 125,031,440 shares of Common Stock outstanding as of July 28, 2017, as adjusted. With respect to matters upon which the Issuers 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 28, 2017, 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 28, 2017, as adjusted, which is comprised of 49,094,651 shares of Class A Common Stock and 75,936,789 shares of Class B Common Stock and assumes that no other
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 19 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Thomas J. Pritzker, individually and as trustee of Maroon Trust, solely in such trusts capacity as the member of Maroon 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
20,723,351*
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
20,723,351*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,723,351*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
16.6%*
|
14.
|
|
Type of Reporting Person
IN; OO
|
*
|
Represents shares of the Issuers Class A Common Stock, $0.01 par value per share (the
Class A Common Stock
), issuable upon conversion of shares of the Issuers 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 Issuers 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 July 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as adjusted to account for (i) the
conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and (ii) the conversion of an aggregate
of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in connection with sales by certain stockholders pursuant to an underwritten offering that settled on August 14, 2017. The percentage is calculated using the
total number of shares of Common Stock beneficially owned by the Reporting Person and based on 125,031,440 shares of Common Stock outstanding as of July 28, 2017, as adjusted. With respect to matters upon which the Issuers 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 25.6% of the total voting power of the Common Stock as of July 28, 2017, 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 28, 2017, as adjusted, which is comprised of 49,094,651 shares of Class A Common Stock and 75,936,789 shares of Class B Common Stock and assumes that no other outstanding
shares of Class B Common Stock have been converted into shares of Class A Common Stock.
|
|
Thomas J. Pritzker holds 119,707 stock appreciation rights (
SARs
) that are currently exercisable at an exercise price of $40.96, 127,410 SARs that are currently exercisable at an exercise price of
$41.74, 140,601 SARs that are currently exercisable at an exercise price of $41.29, 207,381 SARs that are currently exercisable at an exercise price of $43.44, 105,141 SARs that are currently exercisable at an exercise price of $49.39, 90,176 SARs
that are currently exercisable at an exercise price of $56.27 and 68,775 SARs that are currently exercisable at an exercise price of $47.36. 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, over the exercise price. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not determinable until the date of
exercise and therefore is not included in the information above.
|
|
|
|
|
|
CUSIP No. 448579102
|
|
13D
|
|
Page 7 of 19 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Jason Pritzker, individually
|
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
1,410*
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,410*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,410*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
☒
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
Less than 0.1%*
|
14.
|
|
Type of Reporting Person
IN
|
*
|
Represents shares of the Issuers Class A Common Stock, $0.01 par value per share (the 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 July 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as adjusted to account for (i) the
conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and (ii) the conversion of an aggregate
of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in connection with sales by certain stockholders pursuant to an underwritten offering that settled on August 14, 2017. The percentage is calculated using the
total number of shares of Common Stock beneficially owned by the Reporting Person and based on 125,031,440 shares of Common Stock outstanding as of July 28, 2017, as adjusted. With respect to matters upon which the Issuers 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 Person represent less than 0.1% of the total voting power of the Common Stock as of July 28, 2017, 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 28, 2017, as adjusted, which is comprised of 49,094,651 shares of Class A Common Stock and 75,936,789 shares of Class B Common Stock and assumes that no other
outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
|
|
|
|
|
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CUSIP No. 448579102
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13D
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Page 8 of 19 Pages
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EXPLANATORY NOTE: This Amendment No. 20 to Schedule 13D (
Amendment
No. 20
) 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. 20 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 December 19, 2011 (
Amendment No. 4
), Amendment No. 5 to Schedule 13D filed by the Reporting Persons on January 4, 2012 (
Amendment No. 5
), Amendment No. 6 to Schedule 13D
filed by the Reporting Persons on August 22, 2012 (
Amendment No. 6
), Amendment No. 7 to Schedule 13D filed by the Reporting Persons on December 4, 2012 (
Amendment No. 7
), Amendment
No. 8 to Schedule 13D filed by the Reporting Persons on December 18, 2012 (
Amendment No. 8
), Amendment No. 9 to the Schedule 13D filed by the Reporting Persons on May 17, 2013 (
Amendment
No. 9
), Amendment No. 10 to the Schedule 13D filed by the Reporting Persons on June 6, 2013 (
Amendment No. 10
), Amendment No. 11 to the Schedule 13D filed by the Reporting Persons on
June 21, 2013 (
Amendment No. 11
), Amendment No. 12 to the Schedule 13D filed by the Reporting Persons on September 6, 2013 (
Amendment No. 12
), Amendment No. 13 to the Schedule 13D
filed by the Reporting Persons on December 2, 2013 (
Amendment No. 13
), Amendment No. 14 to the Schedule 13D filed by the Reporting Persons on January 3, 2014 (
Amendment No. 14
),
Amendment No. 15 to the Schedule 13D filed by the Reporting Persons on April 1, 2014 (
Amendment No. 15
), Amendment No. 16 to the Schedule 13D filed by the Reporting Persons on March 4, 2015
(
Amendment No. 16
), Amendment No. 17 to the Schedule 13D filed by the Reporting Persons on September 2, 2015 (
Amendment No. 17
), Amendment No. 18 to the Schedule 13D filed by the
Reporting Persons on August 31, 2016 (
Amendment No. 18
) and Amendment No. 19 to the Schedule 13D filed by the Reporting Persons on December 9, 2016 (
Amendment No. 19
). 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 and Amendment No. 19, 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.
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CUSIP No. 448579102
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13D
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Page 9 of 19 Pages
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Item 2. Identity and Background
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 Maroon Private Trust Company, LLC is 101 South Reid Street, Suite 307 (Office
#315-Maroon), Sioux Falls, South Dakota 57103. The address of the principal business and principal office of THHC, L.L.C. is 101 South Reid Street, Suite 307 (Office #316), Sioux Falls, South Dakota 57103. The address of the principal business and
principal office of the Non-U.S. Trustee is Goodmans Bay Corporate Center, West Bay Street, P.O. Box N-3933, Nassau, Bahamas. The address of the principal office of Marshall E. Eisenberg is 150 North Riverside Plaza, Suite 3300, Chicago,
Illinois 60606-1594. The address of the principal office of Thomas J. Pritzker is 150 North Riverside Plaza, Suite 3300, Chicago, Illinois 60606-1594. The address of the principal office of Jason Pritzker is 150 North Riverside Plaza, Suite 3300,
Chicago, Illinois 60606-1594.
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 1,410 shares of
currently issued Class A Common Stock and 22,520,767 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 July 28, 2017, as reported in the
Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as adjusted to account for (i) the conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock
in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and (ii) the conversion of an aggregate of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in
connection with sales by certain stockholders pursuant to an underwritten offering that settled on August 14, 2017, the number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 29.7% of the total number of
shares of Class B Common Stock outstanding. Based on the number of shares of Common Stock outstanding as of July 28, 2017, as adjusted, the number of shares of Common Stock beneficially owned by the Reporting Persons represents 18.0% of the
total number of shares of Common Stock outstanding and 27.9% 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.
Thomas J. Pritzker holds 119,707 SARs that are currently exercisable at an exercise
price of $40.96, 127,410 SARs that are currently exercisable at an exercise price of $41.74, 140,601 SARs that are currently exercisable at an exercise price of $41.29, 207,381 SARs that are currently exercisable at an exercise price of $43.44,
105,141 SARs that are currently exercisable at an exercise price of $49.39, 90,176 SARs that are currently exercisable at an exercise price of $56.27 and 68,775 SARs that are currently
exercisable at an exercise price of $47.36. 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, over the exercise price. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not determinable until the date of exercise and therefore is
not included in the information above.
Schedule A
attached to this Amendment No. 20 amends and restates, in its entirety,
Schedule A
attached to the Schedule 13D.
Schedule A
attached to this Amendment No. 20 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.
THHC, L.L.C. is a member-managed Delaware limited liability
company and directly holds 20,723,351 shares of Class B Common Stock. Maroon 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 THHC, L.L.C., and in such capacity may be deemed to beneficially own such shares of Class B Common Stock. Maroon Trust is the sole member of Maroon Private Trust Company, LLC and in such capacity may be deemed to beneficially own such
shares of Class B Common Stock. Thomas J. Pritzker is the trustee of Maroon 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 Maroon Private Trust
Company, LLC are made by the Trust Committee of its board of managers, consisting of Thomas J. Pritzker, John A. Miller, Glen Miller, Marshall E. Eisenberg and P. Daniel Donohue. The voting decisions of Maroon Private Trust Company, LLC are made by
the independent members of the Trust Committee, consisting of John A. Miller, Glen Miller, Marshall E. Eisenberg and P. Daniel Donohue. The members of the Trust Committee disclaim beneficial ownership as a result of serving on the Trust Committee.
Based solely on the information contained in the Issuers Current Report on Form 8-K filed December 22, 2016, two Separately
Filing Group Members sold an aggregate of 1,696,476 shares of Class B Common Stock into the public market pursuant to Rule 144 under the Securities Act of 1933, as amended. In accordance with the Issuers Amended and Restated Certificate of
Incorporation, the shares of Class B Common Stock sold pursuant to such sales automatically converted upon such sales into shares of Class A Common Stock.
Based solely on the information contained in the Form 4 filings filed on March 21, 2017 and March 22, 2017 by a Separately Filing
Group Member, such Separately Filing Group Member sold an aggregate of 258,877 shares of Class A Common Stock.
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CUSIP No. 448579102
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13D
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Page 11 of 19 Pages
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Based solely on the information contained in the Issuers Current Report on Form 8-K
filed July 18, 2017, a Separately Filing Group Member sold an aggregate of 233,000 shares of Class B Common Stock into the public market pursuant to Rule 144 under the Securities Act of 1933, as amended. In accordance with the Issuers
Amended and Restated Certificate of Incorporation, the shares of Class B Common Stock sold pursuant to such sales automatically converted upon such sales into shares of Class A Common Stock.
Based solely on the information contained in an amendment to the Schedule 13D filed by a Separately Filing Group Member on August 16,
2017, such Separately Filing Group Member sold an aggregate of 1,500,000 shares of Class B Common Stock in a block trade with a broker-dealer at a price of $59.55 per share, for an aggregate price of $89,325,000. In accordance with the Issuers
Amended and Restated Certificate of Incorporation, the shares of Class B Common Stock sold pursuant to such sale automatically converted upon such sale into shares of Class A Common Stock.
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 305,023 shares of currently issued Class A Common Stock and 73,666,394 shares of Class A Common Stock issuable upon conversion of 73,666,394
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 0.6% 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. The number of shares of Class B Common Stock beneficially owned by the Pritzker Family
Group represents 97.0% 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 59.2% of the total number of shares of Common Stock outstanding
and 91.2% 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.
Schedule B
attached to this Amendment No. 20 amends and restates, in its entirety,
Schedule B
attached to the Schedule 13D.
Schedule B
attached to this Amendment No. 20 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.
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: August 17, 2017
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Maroon Private Trust Company, LLC, solely as trustee of the trust listed on
Appendix A-1
.
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By:
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/s/ Derek Arend
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Derek Arend
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Vice President
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THHC, L.L.C.
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By:
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/s/ Derek Arend
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Derek Arend
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President
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CIBC Trust Company (Bahamas) Limited, solely as trustee of the trusts listed on
Appendix A-2
.
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By:
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/s/ Schevon Miller
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Schevon Miller
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Authorized Signatory
*
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By:
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/s/ Helen M. Carroll
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Helen M. Carroll
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Authorized Signatory
*
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/s/ Marshall E. Eisenberg
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Marshall E. Eisenberg, not individually, but solely in the capacity as co-trustee of the trust listed on
Appendix A-3
.
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*
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A Secretarys Certificate evidencing the authority of such persons to sign and file this Amendment No. 20 on behalf of CIBC Trust Company (Bahamas) Limited was previously filed as Exhibit 20 to the Schedule
13D and is incorporated by reference herein.
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[Signature Page to Amendment No. 20 to Schedule 13D]
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CUSIP No. 448579102
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13D
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Page 13 of 19 Pages
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/s/ Thomas J. Pritzker
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Thomas J. Pritzker, not individually, but solely in the capacity as trustee of Maroon Trust, solely in such trusts capacity as the member of Maroon Private Trust Company, LLC, and in the capacity as co-trustee of the trust
listed on
Appendix A-3
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/s/ Thomas J. Pritzker
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Thomas J. Pritzker, individually
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/s/ Jason Pritzker
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Jason Pritzker, individually
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[Signature Page to
Amendment No. 20 to Schedule 13D]
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CUSIP No. 448579102
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13D
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Page 14 of 19 Pages
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Appendix A-1
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Name of Trust
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Jurisd.
of Org.
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F.L.P. Trust #11
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South Dakota
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CUSIP No. 448579102
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13D
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Page 15 of 19 Pages
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Appendix A-2
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Name of Trusts
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Jurisd. of
Org.
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Trust 2015-THC1
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Bahamas
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Trust 2015-THC2
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Bahamas
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Trust J-2015B
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Bahamas
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Trust B-2015C
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Bahamas
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Trust D-2015D
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Bahamas
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CUSIP No. 448579102
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13D
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Page 16 of 19 Pages
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Appendix A-3
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Name of Trust
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Jurisd.
of Org.
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TJP Revocable Trust
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Illinois
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CUSIP No. 448579102
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13D
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Page 17 of 19 Pages
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Schedule A
Certain Information Regarding the Reporting Persons
1
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Class A
Common Stock
2
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Class B
Common Stock
3
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% of Total
Common
Stock
4
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% of Total
Voting
Power
5
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Name of Beneficial Owner
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Shares
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% of
Class A
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Shares
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% of
Class B
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Maroon Private Trust Company, LLC, solely in the capacity as trustee of the trust listed on
Appendix A-1.
6
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20,723,351
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27.3
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%
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16.6
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%
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25.6
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%
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THHC, L.L.C.
6
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20,723,351
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27.3
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%
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16.6
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%
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25.6
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%
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CIBC Trust Company (Bahamas) Limited, solely in the capacity as trustee of the trusts listed on
Appendix A-2
.
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1,746,453
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2.3
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%
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1.4
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%
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2.2
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%
|
Thomas J. Pritzker and Marshall E. Eisenberg, not individually, but solely in the capacity as
co-trustees of the trust listed on
Appendix A-3
.
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50,963
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*
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*
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*
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Thomas J. Pritzker, individually and as trustee of Maroon Trust, solely in such trusts
capacity as the member of Maroon Private Trust Company, LLC
6
7
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20,723,351
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27.3
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%
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16.6
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%
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25.6
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%
|
Jason Pritzker, individually.
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1,410
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*
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*
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*
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*
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Less than 1% beneficial ownership
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1
|
All references to the number of shares outstanding are as of July 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, as adjusted to account for
(i) the conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and
(ii) the conversion of an aggregate of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in connection with sales by certain stockholders pursuant to an underwritten offering that settled on
August 14, 2017.
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2
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The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 49,094,651 shares of the Class A Common Stock outstanding as of July 28, 2017, as
adjusted, and assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
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3
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The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 75,936,789 shares of Class B Common Stock outstanding as of July 28, 2017, as adjusted, and
assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.
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4
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The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 49,094,651 shares of Class A Common Stock and 75,936,789 shares of Class B Common Stock
outstanding as of July 28, 2017, as adjusted.
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5
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With respect to matters upon which the Issuers 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 28, 2017, as adjusted, which is comprised of 49,094,651 shares of Class A Common Stock and 75,936,789 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.
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6
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THHC, L.L.C. is a member-managed Delaware limited liability company and directly holds 20,723,351 shares of Class B Common Stock. Maroon 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 THHC, L.L.C., and in such capacity may be deemed to beneficially own such shares of Class B Common Stock. Maroon Trust is the sole member of Maroon
Private Trust Company, LLC and in such capacity may be deemed to beneficially own such shares of Class B Common Stock. Thomas J. Pritzker is the trustee of Maroon 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 Maroon Private Trust Company, LLC are made by the Trust Committee of its board of managers, consisting of Thomas J. Pritzker, John A. Miller, Glen Miller, Marshall E. Eisenberg and P.
Daniel Donohue. The voting decisions of Maroon Private Trust Company, LLC are made by the independent members of the Trust Committee, consisting of John A. Miller, Glen Miller, Marshall E. Eisenberg and P. Daniel Donohue. The members of the Trust
Committee disclaim beneficial ownership as a result of serving on the Trust Committee.
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7
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Thomas J. Pritzker holds 119,707 stock appreciation rights (
SARs
) that are currently exercisable at an exercise price of $40.96, 127,410 SARs that are currently exercisable at an exercise price of
$41.74, 140,601 SARs that are currently exercisable at an exercise price of $41.29, 207,381 SARs that are currently exercisable at an exercise price of $43.44, 105,141 SARs that are currently exercisable at an exercise price of $49.39, 90,176 SARs
that are currently exercisable at an exercise price of $56.27 and 68,775 SARs that are currently exercisable at an exercise price of $47.36. 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, over the exercise price. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not determinable until
the date of exercise and therefore is not included in the information above. Thomas J. Pritzker is also the grantor of the trust set forth on
Appendix A-3
, and has the right to revoke the trust at any time without the consent of another
person. As a result he could be deemed to be the sole beneficial owner of the shares owned by such trust.
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CUSIP No. 448579102
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13D
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Page 18 of 19 Pages
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Schedule B
Certain Information Regarding the
Separately Filing Group Members
1
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Class A
Common Stock
2
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Class B
Common Stock
3
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% of Total
Common
Stock
4
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% of Total
Voting
Power
5
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Separately Filing Group Member
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Shares
|
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% of
Class A
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Shares
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% of
Class B
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CIBC Trust Company (Bahamas) Limited in its capacity as trustee and Other Reporting Persons
6
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781,807
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1.0
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%
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0.6
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%
|
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|
1.0
|
%
|
Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons
7
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1,410
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*
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22,520,767
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29.7
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%
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18.0
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%
|
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|
27.9
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%
|
Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons
8
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1,409,437
|
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|
1.9
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%
|
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|
1.1
|
%
|
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|
1.7
|
%
|
Trustees of the Jennifer N. Pritzker Family Trusts and Other Reporting Persons
9
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|
8,470
|
|
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|
*
|
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|
2,420,151
|
|
|
|
3.2
|
%
|
|
|
1.9
|
%
|
|
|
3.0
|
%
|
Trustees of the Linda Pritzker Family
Trusts
10
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Trustees of the Karen L. Pritzker Family
Trusts
11
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|
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|
|
|
|
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8,584,104
|
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|
11.3
|
%
|
|
|
6.9
|
%
|
|
|
10.6
|
%
|
Trustee of the Penny Pritzker Family Trusts and Other Reporting Persons
12
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|
14,650
|
|
|
|
*
|
|
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|
8,965,797
|
|
|
|
11.8
|
%
|
|
|
7.2
|
%
|
|
|
11.1
|
%
|
Trustees of the Daniel F. Pritzker Family Trusts and Other Reporting Persons
13
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|
|
280,493
|
|
|
|
0.6
|
%
|
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|
6,486,507
|
|
|
|
8.5
|
%
|
|
|
5.4
|
%
|
|
|
8.1
|
%
|
The Anthony N. Pritzker Family
Foundation
14
|
|
|
|
|
|
|
|
|
|
|
1,830,094
|
|
|
|
2.4
|
%
|
|
|
1.5
|
%
|
|
|
2.3
|
%
|
Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons
15
|
|
|
|
|
|
|
|
|
|
|
18,837,636
|
|
|
|
24.8
|
%
|
|
|
15.1
|
%
|
|
|
23.3
|
%
|
The Pritzker Family Foundation
16
|
|
|
|
|
|
|
|
|
|
|
1,830,094
|
|
|
|
2.4
|
%
|
|
|
1.5
|
%
|
|
|
2.3
|
%
|
Pritzker Family Group Totals
|
|
|
305,023
|
|
|
|
0.6
|
%
|
|
|
73,666,394
|
|
|
|
97.0
|
%
|
|
|
59.2
|
%
|
|
|
91.2
|
%
|
*
|
Less than 1% beneficial ownership
|
1
|
All references to the number of shares outstanding are as of July 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, as adjusted to account
for (i) the conversion of an aggregate of 1,500,000 shares of Class B Common Stock into 1,500,000 shares of Class A Common Stock in connection with sales by a Separately Filing Group Member that settled on August 11, 2017 and
(ii) the conversion of an aggregate of 8,654,050 shares of Class B Common Stock into 8,654,050 shares of Class A Common Stock in connection with sales by certain stockholders pursuant to an underwritten offering that settled on
August 14, 2017.
|
2
|
The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 49,094,651 shares of Class A Common Stock outstanding as of July 28, 2017, as
adjusted, and 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 75,936,789 shares of Class B Common Stock outstanding as of July 28, 2017, as adjusted, and
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 49,094,651 shares of Class A Common Stock and 75,936,789 shares of Class B Common Stock
outstanding as of July 28, 2017, as adjusted.
|
5
|
With respect to matters upon which the Issuers 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 28, 2017, as adjusted, which is comprised of 49,094,651 shares of Class A Common Stock and 75,936,789 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 filers jurisdiction of organization, principal business, and address of principal office.
|
|
|
|
|
|
CUSIP No. 448579102
|
|
13D
|
|
Page 19 of 19 Pages
|
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 filers jurisdiction of organization, principal business, and address of principal office. Thomas J. Pritzker holds 119,707 stock appreciation rights
(
SARs
) that are currently exercisable at an exercise price of $40.96, 127,410 SARs that are currently exercisable at an exercise price of $41.74, 140,601 SARs that are currently exercisable at an exercise price of $41.29, 207,381
SARs that are currently exercisable at an exercise price of $43.44, 105,141 SARs that are currently exercisable at an exercise price of $49.39, 90,176 SARs that are currently exercisable at an exercise price of $56.27 and 68,775 SARs that are
currently exercisable at an exercise price of $47.36. 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 A Common Stock at the exercise date, which is not determinable until the date of exercise, over
the exercise price.
|
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 filers 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 filers 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 filers 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 filers 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 filers 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 filers jurisdiction of organization, principal business, and address of principal office.
|
14
|
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 filers jurisdiction of organization, principal business, and address of principal office.
|
15
|
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 filers jurisdiction of organization, principal business, and address of principal office.
|
16
|
See
the Schedule 13D filed on August 26, 2010, as amended, 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 filers jurisdiction of organization, principal business, and address of principal office.
|