H Hyatt Hotels Corporation

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 August 8, 2019, as reported in the Issuer’s Current Report on Form 8-K, filed August 12, 2019. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 104,037,823 shares of Common Stock outstanding as August 8, 2019. 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 10.2% of the total voting power of the Common Stock as of August 8, 2019. 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 August 8, 2019, which is comprised of 37,599,379 shares of Class A Common Stock and 66,438,444 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.

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 August 8, 2019, as reported in the Issuer’s Current Report on Form 8-K, filed August 12, 2019. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 104,037,823 shares of Common Stock outstanding as of August 8, 2019. 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 less than 0.1% of the total voting power of the Common Stock as of August 8, 2019. 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 August 8, 2019, which is comprised of 37,599,379 shares of Class A Common Stock and 66,438,444 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.

EXPLANATORY NOTE: This Amendment No. 21 to Schedule 13D (“ Amendment No.  21 ”) 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. 21 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 9, 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 August 22, 2012 (“ Amendment No.  5 ”), Amendment No. 6 to Schedule 13D filed by the Reporting Persons on December 4, 2012 (“ Amendment No.  6 ”), Amendment No. 7 to Schedule 13D filed by the Reporting Persons on December 18, 2012 (“ Amendment No.  7 ”), Amendment No. 8 to Schedule 13D filed by the Reporting Persons on May 17, 2013 (“ Amendment No.  8 ”), Amendment No. 9 to Schedule 13D filed by the Reporting Persons on June 6, 2013 (“ Amendment No.  9 ”), Amendment No. 10 to Schedule 13D filed by the Reporting Persons on June 21, 2013 (“ Amendment No.  10 ”), Amendment No. 11 to Schedule 13D filed by the Reporting Persons on September 6, 2013 (“ Amendment No.  11 ”), Amendment No. 12 to Schedule 13D filed by the Reporting Persons on November 6, 2013 (“ 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 August 31, 2016 (“ Amendment No.  14 ”), Amendment No. 15 to Schedule 13D filed by the Reporting Persons on December 9, 2016 (“ Amendment No.  15 ”), Amendment No. 16 to Schedule 13D filed by the Reporting Persons on August 16, 2017 (“ Amendment No.  16 ”), Amendment No. 17 to Schedule 13D filed by the Reporting Persons on September 14, 2017 (“ Amendment No.  17 ”), Amendment No. 18 to Schedule 13D filed by the Reporting Persons on November 21, 2017 (“ Amendment No.  18 ”), Amendment No. 19 to Schedule 13D filed by the Reporting Persons on November 28, 2017 (“ Amendment No.  19 ”) and Amendment No. 20 to the Schedule 13D filed by the Reporting Persons on May 16, 2018 (“ Amendment No.  20 ”). 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 and Amendment No. 20, 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.

Item 3. Source and Amount of Funds or Other Consideration

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

On December 18, 2018, Horton Trust Company (“ HTC ”), as trustee of certain trusts for the benefit of Penny Pritzker and certain of her lineal descendants, transferred 48,212 shares of Class B Common Stock to certain other trusts for the benefit of Penny Pritzker and certain of her lineal descendants, of which HTC also serves as trustee (the “ December 2018 Transfer ”). No consideration was paid in connection with the December 2018 Transfer and the December 2018 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 2018 Transfer.

Item 4. Purpose of Transaction

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

The December 2018 Transfer was completed on December 18, 2018, as described in Item 3 of this Amendment No. 21.

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 may be deemed to be the beneficial owners of 14,650 shares of Class A Common Stock and 7,215,797 shares of Class A Common Stock issuable upon conversion of 7,215,797 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 August 8, 2019, as reported in the Issuer’s Current Report on Form 8-K, filed August 12, 2019, the number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 10.9% of the total number of shares of Class B Common Stock outstanding. Based on the number of shares of Common Stock outstanding as of August 8, 2019, the number of shares of Common Stock beneficially owned by the Reporting Persons represents 6.9% of the total number of shares of Common Stock outstanding and 10.3% of the total voting power of the shares of Common Stock outstanding, voting 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 A attached to this Amendment No. 21 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 21 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.

P19M2 Investors II, L.L.C. is a manager-managed limited liability company formed for the purpose of acquiring shares of the Issuer’s Common Stock. It directly holds 273,776 shares of Class B Common Stock and has no voting or dispositive power with regard to the shares. P19M2 Investors II, L.L.C. is managed by Horton Trust Company LLC and is wholly owned by one or more of the trusts listed on Appendix A-1 .

Based solely on the information contained in the Issuer’s Current report on Form 8-K filed May 30, 2018, a Separately Filing Group Member entered into a purchase and sale agreement with the Issuer on May 23, 2018, pursuant to which the Issuer agreed to repurchase an aggregate of 300,000 shares of Class B Common Stock from the Separately Filing Group Member for $81.0346 per share. The transaction closed on May 25, 2018.

Based solely on the information contained in an amendment to the Schedule 13D filed by a Separately Filing Group Member on August 28, 2018, such Separately Filing Group Member converted an aggregate of 950,161 shares of Class B Common Stock into 950,161 shares of Class A Common Stock and contributed an aggregate of 653,442 shares of the converted Class A Common Stock to a third party pursuant to a subscription agreement.

Based solely on the information contained in the Form 4 filings filed on September 21, 2018 and November 19, 2018 by a Separately Filing Group Member, such Separately Filing Group Member contributed an aggregate of 269,288 shares of Class A Common Stock to one or more exchange funds in exchange for shares of such exchange fund(s).

Based solely on the information contained in the Issuer’s Current Report on Form 8-K filed November 13, 2018, a Separately Filing Group Member entered into a purchase and sale agreement with the Issuer on November 7, 2018, pursuant to which the Issuer agreed to repurchase an aggregate of 3,654 shares of Class B Common Stock from the Separately Filing Group Member for $70.9678 per share. The transaction closed on November 8, 2018.

Based solely on the information contained in the Form 4 filings filed on December 27, 2018 by a Separately Filing Group Member, such Separately Filing Group Member sold an aggregate of 8,470 shares of Class A Common Stock.

Based solely on the information contained in the Issuer’s Current Report on Form 8-K, filed on August 12, 2019, two Separately Filing Group Members entered into purchase and sale agreements with the Issuer on August 7, 2019, pursuant to which the Issuer agreed to repurchase an aggregate of 677,384 shares of Class B Common stock from the Separately Filing Group Members for $74.2136 per share. The transactions closed on August 8, 2019.

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 55,505 shares of currently issued Class A Common Stock and 64,168,049 shares of Class A Common Stock issuable upon conversion of 64,168,049 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 0.1% 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 96.6% 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 61.7% of the total number of shares of Common Stock outstanding and 91.4% 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. 21 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 21 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 December 18, 2018, in connection with the December 2018 Transfer, HTC, solely as trustee of DGC 2018 Trust and RAGC 2018 Trust executed a joinder to, and thereby became subject to the provisions of, the Global Hyatt Agreement.

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 16, 2019

[Signature Page to Amendment No. 21 to Schedule 13D]

Appendix A-1

Schedule A

Certain Information Regarding the

Reporting Persons ¹

Schedule B

Certain Information Regarding the

Separately Filing Group Members ¹