SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/15/2020 | 3. Issuer Name and Ticker or Trading Symbol Playa Hotels & Resorts N.V. [ PLYA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares, par value (euro) 0.10 per share | 1,500,000(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Does not include 20,000,000 indirectly-held ordinary shares ("Group Shares") that are held directly by Jamziv Mobay Jamaica Portfolio Limited, a special-purpose entity formed for the purpose of acquiring the Group Shares ("JMJPL"). JMJPL is 51.86% owned directly by the Sagicor Real Estate X Fund Limited ("X Fund"), an international business company incorporated under the International Business Companies Act, 1999 (as amended) of Saint Lucia. The X Fund group's combined shareholding of JMJPL is 60.81%, as X Fund Properties Limited, a wholly owned subsidiary of X Fund, holds 8.95% of the JMJPL. X Fund is 52.73% owned by the Sagicor Pooled Investment Funds Limited ("SPIF"), which has delegated investment management authority over the Issuer's securities to Sagicor Life Jamaica Limited ("SLJ"). SLJ holds voting and dispositive control over the assets of SPIF including the Group Shares. (cont'd in remarks) |
| Remarks: |
| JCSD Trustee Services Limited, a company incorporated under the laws of Jamaica ("JCSD"), owns 39.19% of JMJPL as trustee for Sigma Real Estate Portfolio, a portfolio of the Sagicor Sigma Global Funds, a collective investment scheme. JCSD does not have voting and dispositive power over the Group Shares held by JMJPL and has appointed Sagicor Investments Jamaica Limited, a company formed under the laws of Jamaica ("SIJ") as its investment manager, providing SIJ with voting and dispositive power over the Group Shares directly held by JMJPL. SIJ has delegated to SLJ its investment management authority over the Group Shares, which delegation may be terminated. Accordingly, SLJ shares voting and dispositive power over these Group Shares with SIJ. Sagicor Financial Corporation Limited ("Old Sagicor") is an owner of Sagicor Group Jamaica Limited (the parent company of each of SIJ and SLJ)) and a wholly-owned subsidiary of Sagicor Financial Company Ltd ("New Sagicor"). New Sagicor is the ultimate controlling person of SLJ and SIJ with respect to the beneficial ownership of the Group Shares and the 1,500,000 shares held by Old Sagicor reported herein. Each of New Sagicor, Old Sagicor, SLJ, SIJ and JMJPL disclaims beneficial ownership of the securities reported herein and the Group Shares, except to the extent of that person's pecuniary interest therein. The Group Shares were previously reported in a Form 3 filed by Old Sagicor, SLJ, SIJ and JMJPL with the SEC on July 10, 2018, as subsequently amended on December 18, 2019 to, among other things, add New Sagicor and remove Old Sagicor as Reporting Persons. With Old Sagicor's acquisition of 1,500,000 ordinary shares on June 15, 2020, it may be deemed a member of a Rule 13d-5(b) group with New Sagicor, SLJ and SIJ and JMJPL. |
| /s/ Dodridge D. Miller, Group President & Chief Executive Officer of its wholly owning parent, Sagicor Financial Company Ltd. | 06/17/2020 | |
| ** 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 5 (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. | ||