CUSIP NO.
448579102
13G
Page 1 of 13
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
HYATT HOTELS
CORPORATION
(Name of Issuer)
Class A Common Stock, $0.01 par
value
(Title of Class of
Securities)
448579102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is
filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*The remainder of this cover page
shall be filled out for a reporting person's initial
filing on this form with respect
to the subject class of securities, and for any
subsequent amendment containing
information which would alter the disclosures provided
in
a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the
liabilities of that section of the Act but shall be subject
to
all other provisions of the Act
(however, see the Notes).
CUSIP NO.
448579102
13G
Page 2 of 13
1. NAMES OF
REPORTING PERSONS.
Franklin Resources,
Inc.
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE
ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
(See Item 4)
6. SHARED
VOTING POWER
(See Item 4)
7. SOLE
DISPOSITIVE POWER
(See Item 4)
8. SHARED
DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,187,232
10. CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12. TYPE OF REPORTING
PERSON
HC, CO (See Item 4)
CUSIP NO.
448579102
13G
Page 3 of 13
1. NAMES OF
REPORTING PERSONS.
Charles B. Johnson
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE
ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING
POWER
(See Item 4)
6. SHARED VOTING
POWER
(See Item 4)
7. SOLE
DISPOSITIVE POWER
(See Item 4)
8. SHARED
DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,187,232
10. CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12. TYPE OF REPORTING
PERSON
HC, IN (See Item 4)
CUSIP NO.
448579102
13G
Page 4 of 13
1. NAMES OF
REPORTING PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE
ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING
POWER
(See Item 4)
6. SHARED VOTING
POWER
(See Item 4)
7. SOLE
DISPOSITIVE POWER
(See Item 4)
8. SHARED
DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,187,232
10. CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12. TYPE OF REPORTING
PERSON
HC, IN (See Item 4)
CUSIP NO.
448579102
13G
Page 5 of 13
Item 1.
(a) Name of
Issuer
HYATT HOTELS
CORPORATION
(b) Address of
Issuer's Principal Executive Offices
150 North Riverside Plaza, 8th Floor
Chicago, IL 60606
Item 2.
(a) Name of Person
Filing
(i): Franklin
Resources, Inc.
(ii): Charles B.
Johnson
(iii): Rupert H. Johnson,
Jr.
(b) Address of
Principal Business Office or, if none, Residence
(i), (ii), and (iii):
One Franklin Parkway
San Mateo, CA
94403‑1906
(c)
Citizenship
(i): Delaware
(ii) and (iii): USA
(d) Title of Class of
Securities
Class A Common Stock, $0.01 par
value
(e) CUSIP
Number
448579102
CUSIP NO.
448579102
13G
Page 6 of 13
Item 3. If this
statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or
(c),
check whether the person filing is
a:
(a) [ ] Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company
registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C
80a‑8).
(e) [ ] An investment adviser in
accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan
or endowment fund in accordance with §240.13d‑1(b)
(1)(ii)(F);
(g) [X] A parent holding company
or control person in accordance with §240.13d‑1(b)
(1)(ii)(G);
(h) [ ] A savings associations as
defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.
1813);
(i) [ ] A church plan that is
excluded from the definition of an investment company
under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C.
80a‑3);
(j) [ ] A non‑U.S. institution in
accordance with §240.13d‑1(b)(ii)(J);
(k) [ ] Group, in accordance with
§240.13d‑1(b)(1)(ii)(K).
If filing as a non‑U.S.
institution in accordance with §240.13d‑1(b)(1)(ii)(J),
please specify the type of
institution:
Item 4.
Ownership
The securities reported herein are
beneficially owned by one or more open or closed end
investment companies or other
managed accounts that are investment management clients
of
investment managers that are
direct and indirect subsidiaries (each, an “Investment
Management Subsidiary” and,
collectively, the “Investment Management Subsidiaries”)
of
Franklin Resources Inc. (“FRI”),
including the Investment Management Subsidiaries listed
in this Item 4. When an
investment management contract (including a sub advisory
agreement) delegates to an
Investment Management Subsidiary investment discretion
or
voting power over the securities
held in the investment advisory accounts that are
subject to that agreement, FRI
treats the Investment Management Subsidiary as having
sole
investment discretion or voting
authority, as the case may be, unless the agreement
specifies otherwise. Accordingly,
each Investment Management Subsidiary reports on
Schedule 13G that it has sole
investment discretion and voting authority over the
securities covered by any such
investment management agreement, unless otherwise noted
in
this Item 4. As a result,
for purposes of Rule 13d‑3 under the Act, the Investment
Management Subsidiaries listed in
this Item 4 may be deemed to be the beneficial owners
of the securities reported in this
Schedule 13G.
Beneficial ownership by Investment
Management Subsidiaries and other FRI affiliates is
being reported in conformity with
the guidelines articulated by the SEC staff in Release
No. 34‑39538 (January 12, 1998)
(the “1998 Release”) relating to organizations, such as
FRI, where related entities
exercise voting and investment powers over the
securities
being reported independently from
each other. The voting and investment powers held by
each of FRI’s affiliates whose
ownership of securities is disaggregated from that of
FRI
in accordance with the 1998
Release (“FRI Disaggregated Affiliates”) are exercised
independently from FRI and from
all other Investment Management Subsidiaries (FRI, its
affiliates and the Investment
Management Subsidiaries other than FRI Disaggregated
Affiliates are collectively, “FRI
Aggregated Affiliates”). Furthermore, internal policies
and procedures of, on the one
hand, FRI Disaggregated Affiliates, and, on the other
hand,
FRI establish informational
barriers that prevent the flow among, on the one hand,
FRI
Disaggregated Affiliates
(including preventing the flow between such entities), and,
on
CUSIP NO.
448579102
13G
Page 7 of 13
the other hand, the FRI Aggregated
Affiliates of information that relates to the voting
and investment powers over the
securities owned by their respective investment
management
clients. Consequently, FRI
Disaggregated Affiliates report the securities over which
they
hold investment and voting power
separately from the FRI Aggregated Affiliates for
purposes of Section 13 of the
Act.
Charles B. Johnson and Rupert H.
Johnson, Jr. (the “Principal Shareholders”) each own in
excess of 10% of the outstanding
common stock of FRI and are the principal stockholders
of FRI. FRI and the
Principal Shareholders may be deemed to be, for purposes of
Rule
13d‑3 under the Act, the
beneficial owners of securities held by persons and entities
for
whom or for which FRI subsidiaries
provide investment management services. The number
of
shares that may be deemed to be
beneficially owned and the percentage of the class of
which such shares are a part are
reported in Items 9 and 11 of the cover pages for FRI
and each of the Principal
Shareholders. FRI, the Principal Shareholders and each of
the
Investment Management Subsidiaries
disclaim any pecuniary interest in any of such
securities. In addition, the
filing of this Schedule 13G on behalf of the Principal
Shareholders, FRI and the FRI
Aggregated Affiliates, as applicable, should not be
construed as an admission that any
of them is, and each of them disclaims that it is, the
beneficial owner, as defined in
Rule 13d‑3, of any of the securities reported in this
Schedule 13G.
FRI, the Principal Shareholders,
and each of the Investment Management Subsidiaries
believe that they are not a
“group” within the meaning of Rule 13d‑5 under the Act
and
that they are not otherwise
required to attribute to each other the beneficial
ownership
of the securities held by any of
them or by any persons or entities for whom or for which
the Investment Management
Subsidiaries provide investment management services.
(a) Amount
beneficially owned:
2,187,232
(b) Percent of
class:
4.5%
(c) Number of
shares as to which the person has:
(i) Sole power to vote
or to direct the vote
Franklin Resources,
Inc.:
0
Charles B.
Johnson:
0
Rupert H. Johnson,
Jr.:
0
Templeton Global Advisors
Limited:
1,711,717
Templeton Investment Counsel,
LLC:
384,508
Franklin Templeton Investments
Corp.:
90,412
Fiduciary Trust International
LLC:
595
(ii) Shared power to
vote or to direct the vote
0
CUSIP NO.
448579102
13G
Page 8 of 13
(iii) Sole power to
dispose or to direct the disposition of
Franklin Resources,
Inc.:
0
Charles B.
Johnson:
0
Rupert H. Johnson,
Jr.:
0
Templeton Global Advisors
Limited:
1,711,717
Templeton Investment Counsel,
LLC:
384,508
Franklin Templeton Investments
Corp.:
90,412
Fiduciary Trust International
LLC:
595
(iv) Shared power to
dispose or to direct the disposition of
0
Item 5. Ownership of Five
Percent or Less of a Class
If this statement is being filed
to report the fact that as of the date hereof
the reporting person has ceased to
be the beneficial owner of more than five
percent of the class of
securities, check the following [X].
Item 6. Ownership of More
than Five Percent on Behalf of Another Person
The clients of the Investment
Management Subsidiaries, including investment
companies registered under the
Investment Company Act of 1940 and other
managed accounts, have the right
to receive or power to direct the receipt of
dividends from, and the proceeds
from the sale of, the securities reported
herein.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the
Security Being Reported on By the
Parent Holding Company
See Attached Exhibit C
Item 8. Identification and
Classification of Members of the Group
Not Applicable
Item 9. Notice of
Dissolution of Group
Not Applicable
CUSIP NO.
448579102
13G
Page 9 of 13
Item 10. Certification
By signing below I certify that,
to the best of my knowledge and belief, the
securities referred to above were
acquired and are held in the ordinary course of
business and were not acquired and
are not held for the purpose of or with the
effect of changing or influencing
the control of the issuer of the securities and
were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or
effect, other than activities solely in
connection with a nomination under
§ 240.14a‑11.
Exhibits:
Exhibit A ‑ Joint Filing
Agreement
Exhibit B ‑ Limited Powers of
Attorney for Section 13 Reporting Obligations
Exhibit C ‑ Item 7 Identification
and Classification of Subsidiaries
SIGNATURE
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: January 24,
2023
Franklin Resources,
Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/LORI A.
WEBER
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Lori A. Weber
Assistant Secretary of Franklin
Resources, Inc.
Attorney‑in‑Fact for Charles B.
Johnson pursuant to Power of Attorney
attached to this Schedule
13G
Attorney‑in‑Fact for Rupert H.
Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule
13G
CUSIP NO.
448579102
13G
Page 10 of 13
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k)
under the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree to
the joint filing with each other of the attached
statement on Schedule 13G and to
all amendments to such statement and that such
statement and all amendments to
such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the
undersigned have executed this agreement on January 24,
2023.
Franklin Resources,
Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By:
/s/LORI A. WEBER
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Lori A. Weber
Assistant Secretary of Franklin
Resources, Inc.
Attorney‑in‑Fact for Charles B.
Johnson pursuant to Power of Attorney
attached to this Schedule
13G
Attorney‑in‑Fact for Rupert H.
Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule
13G
CUSIP NO.
448579102
13G
Page 11 of 13
EXHIBIT B
LIMITED POWER OF
ATTORNEY
FOR SECTION 13 AND 16 REPORTING
OBLIGATIONS
Know all by these presents, that the
undersigned hereby makes, constitutes and appoints
each of Alison E. Baur, Steven J. Gray, Beth McAuley
O’Malley, Thomas C. Merchant, Kimberly
H. Novotny, Virginia E. Rosas, Navid J. Tofigh and
Lori A. Weber each acting individually, as
the undersigned’s true and lawful attorney‑in‑fact,
with full power and authority as
hereinafter described on behalf of and in the name,
place and stead of the undersigned to:
1. prepare, execute, acknowledge,
deliver and file Forms ID, Schedules 13D and 13G, and
Forms 3, 4 and 5 (including any amendments thereto
and any related documentation) with the
United States Securities and Exchange Commission and
any national securities exchanges
relating to Franklin Resources, Inc. (“FRI”) and/or
any registered closed‑end company to
which an affiliate of FRI is an investment adviser
(each, a “Reporting Entity”), as
considered necessary or advisable under Regulation
S‑T and Sections 13(d) and 16(a) of the
Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as
amended from time to time (the “Exchange Act”);
and
2. seek or obtain, as the
undersigned’s representative and on the undersigned’s
behalf,
information on transactions in the securities of any
Reporting Entity from any person,
including brokers, employee benefit plan
administrators and trustees, and the undersigned
hereby authorizes any such person to release any such
information to the undersigned and
approves and ratifies any such release of
information; and
3. perform any and all other acts
which in the discretion of such attorney‑in‑fact are
necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges
that:
1. this Limited Power of Attorney
authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on
information provided to such attorney‑in‑fact
without independent verification of such
information;
2. any documents prepared and/or
executed by any such attorney‑in‑fact on behalf of the
undersigned pursuant to this Limited Power of
Attorney will be in such form and will contain
such information and disclosure as such
attorney‑in‑fact, in his or her discretion, deems
necessary or desirable;
3. none of FRI, any Reporting
Entity nor any of such attorneys‑in‑fact assumes (i) any
liability for the undersigned’s responsibility to
comply with the requirements of the
Exchange Act, (ii) any liability of the undersigned
for any failure to comply with such
requirements, or (iii) any obligation or liability of
the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act;
and
4. this Limited Power of Attorney
does not relieve the undersigned from responsibility
for compliance with the undersigned’s obligations
under the Exchange Act, including without
limitation, the reporting requirements under Section
16 of the Exchange Act.
The undersigned hereby gives and
grants each of the foregoing attorneys‑in‑fact full
power and authority to do and perform all and every
act and thing whatsoever requisite,
necessary or appropriate to be done in and about the
foregoing matters as fully to all
intents and purposes as the undersigned might or
could do if present, hereby ratifying all
that each such attorney‑in‑fact of, for and on behalf
of the undersigned, shall lawfully do
or cause to be done by virtue of this Limited Power
of Attorney, and indemnifies each of the
foregoing attorneys‑in‑fact against any loss of any
nature whatsoever arising in connection
therewith.
This Limited Power of Attorney
shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to each
such attorney‑in‑fact.
IN WITNESS WHEREOF, the
undersigned has caused this Limited Power of Attorney to
be
executed as of this 16th day of August,
2021.
/s/CHARLES B.
JOHNSON
Signature
Charles B. Johnson
Print Name
CUSIP NO.
448579102
13G
Page 12 of 13
LIMITED POWER OF
ATTORNEY
FOR SECTION 13 AND 16 REPORTING
OBLIGATIONS
Know all by these presents, that the
undersigned hereby makes, constitutes and appoints
each of Alison E. Baur, Steven J. Gray, Beth McAuley
O’Malley, Thomas C. Merchant, Kimberly
H. Novotny, Virginia E. Rosas, Navid J. Tofigh and
Lori A. Weber each acting individually, as
the undersigned’s true and lawful attorney‑in‑fact,
with full power and authority as
hereinafter described on behalf of and in the name,
place and stead of the undersigned to:
1. prepare, execute, acknowledge,
deliver and file Forms ID, Schedules 13D and 13G, and
Forms 3, 4 and 5 (including any amendments thereto
and any related documentation) with the
United States Securities and Exchange Commission and
any national securities exchanges
relating to Franklin Resources, Inc. (“FRI”) and/or
any registered closed‑end company to
which an affiliate of FRI is an investment adviser
(each, a “Reporting Entity”), as
considered necessary or advisable under Regulation
S‑T and Sections 13(d) and 16(a) of the
Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as
amended from time to time (the “Exchange Act”);
and
2. seek or obtain, as the
undersigned’s representative and on the undersigned’s
behalf,
information on transactions in the securities of any
Reporting Entity from any person,
including brokers, employee benefit plan
administrators and trustees, and the undersigned
hereby authorizes any such person to release any such
information to the undersigned and
approves and ratifies any such release of
information; and
3. perform any and all other acts
which in the discretion of such attorney‑in‑fact are
necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges
that:
1. this Limited Power of Attorney
authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on
information provided to such attorney‑in‑fact
without independent verification of such
information;
2. any documents prepared and/or
executed by any such attorney‑in‑fact on behalf of the
undersigned pursuant to this Limited Power of
Attorney will be in such form and will contain
such information and disclosure as such
attorney‑in‑fact, in his or her discretion, deems
necessary or desirable;
3. none of FRI, any Reporting
Entity nor any of such attorneys‑in‑fact assumes (i) any
liability for the undersigned’s responsibility to
comply with the requirements of the
Exchange Act, (ii) any liability of the undersigned
for any failure to comply with such
requirements, or (iii) any obligation or liability of
the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act;
and
4. this Limited Power of Attorney
does not relieve the undersigned from responsibility
for compliance with the undersigned’s obligations
under the Exchange Act, including without
limitation, the reporting requirements under Section
16 of the Exchange Act.
The undersigned hereby gives and
grants each of the foregoing attorneys‑in‑fact full
power and authority to do and perform all and every
act and thing whatsoever requisite,
necessary or appropriate to be done in and about the
foregoing matters as fully to all
intents and purposes as the undersigned might or
could do if present, hereby ratifying all
that each such attorney‑in‑fact of, for and on behalf
of the undersigned, shall lawfully do
or cause to be done by virtue of this Limited Power
of Attorney, and indemnifies each of the
foregoing attorneys‑in‑fact against any loss of any
nature whatsoever arising in connection
therewith.
This Limited Power of Attorney
shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to each
such attorney‑in‑fact.
IN WITNESS WHEREOF, the
undersigned has caused this Limited Power of Attorney to
be
executed as of this 16th day of August,
2021.
/s/RUPERT H. JOHNSON,
JR.
Signature
Rupert H. Johnson, Jr.
Print Name
CUSIP NO.
448579102
13G
Page 13 of 13
EXHIBIT C
Franklin Templeton Investments
Corp.
Item 3 Classification: 3(e)
Templeton Global Advisors
Limited
Item 3 Classification: 3(e)
Templeton Investment Counsel,
LLC
Item 3 Classification: 3(e)
Fiduciary Trust International
LLC
Item 3 Classification: 3(e)
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