| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Playa Hotels & Resorts N.V. [ PLYA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/19/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares, par value Euro 0.10 per share | 05/19/2021 | S | 6,312,264 | D | $6.88 | 7,937,523 | D(1)(2)(3) | |||
| Ordinary Shares, par value Euro 0.10 per share | 05/19/2021 | S | 330,050 | D | $6.88 | 415,030 | D(1)(2)(4) | |||
| Ordinary Shares, par value Euro 0.10 per share | 8,352,553 | I | See Footnotes(1)(2)(5)(6) | |||||||
| Ordinary Shares, par value Euro 0.10 per share | 8,352,553 | I | See Footnotes(1)(2)(5)(7) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The entities and individuals identified in the footnotes to this Form 4 may be deemed members of a group holding equity securities of Playa Hotels & Resorts N.V. (the "Issuer"). The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group. |
| 2. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 4 are filing an additional Form 4 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Form 4"). Information regarding these entities and individuals is included in this Form 4 for purposes of clarification and convenience only, and is duplicative of the information contained in the Parallel Form 4. |
| 3. The amount of securities shown in this row is owned directly by Cabana Investors B.V. ("Cabana"). The sole owner of Cabana is Cooperatieve Cabana U.A. ("CCUA"). The indirect owners of CCUA are Farallon Capital Partners, L.P. ("FCP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. ("FCIP III") and Farallon Capital Offshore Investors II, L.P. (collectively, the "Farallon Cabana Funds"). |
| 4. The amount of securities shown in this row is owned directly by Playa Four Pack, L.L.C. ("Four Pack" and, together with Cabana, the "Farallon SPVs"). The members of Four Pack are FCP, FCIP and FCIP III (collectively, the "Farallon Four Pack Funds"). |
| 5. The amount of securities shown in this row is owned directly by the Farallon SPVs. |
| 6. As the general partner of each of the Farallon Four Pack Funds and the Farallon Cabana Funds, Farallon Partners, L.P. (the "Farallon General Partner"), may be deemed to be a beneficial owner of the Issuer's securities indirectly held by each of the Farallon Four Pack Funds and each of the Farallon Cabana Funds. The Farallon General Partner hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon SPVs. |
| 7. Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J. M. Spokes (the "Senior Managing Member"), as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Each of the Managing Members and the Senior Managing Member hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any. |
| Remarks: |
| Pursuant to the Shareholder Agreement, dated as of March 10, 2017, among the Issuer, the Farallon SPVs and the other parties thereto, the Farallon SPVs have appointed Mr. Richard B. Fried to the Issuer's board of directors. Each of the Farallon SPVs may be deemed a "director-by-deputization" of the Issuer. |
| /s/ Michael B. Fisch, as attorney-in-fact and/or authorized signer for each of the reporting persons. | 05/21/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
