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Home/Filings/4/0001182489-17-000386
4//SEC Filing

Playa Hotels & Resorts N.V. 4

Accession 0001182489-17-000386

CIK 0001692412operating
View on SEC.govCompany Profile

Filed

Jun 20, 8:00 PM ET

Accepted

Jun 21, 3:40 PM ET

Size

30.4 KB

Accession

0001182489-17-000386

Insider Transaction Report

Form 4
Period: 2017-06-19
Playa Hotels & Resorts N.V.PLYA
Cabana Investors B.V.
10% Owner
Transactions
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+411,952→ 28,770,274 total
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−262,985→ 0 total
    → Ordinary Shares (87,661 underlying)
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−4,119,523→ 0 total
    → Ordinary Shares (1,373,174 underlying)
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+26,298→ 1,836,656 total
Holdings

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0
Playa Four Pack, L.L.C.
10% Owner
Transactions
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+411,952→ 28,770,274 total
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+26,298→ 1,836,656 total
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−4,119,523→ 0 total
    → Ordinary Shares (1,373,174 underlying)
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−262,985→ 0 total
    → Ordinary Shares (87,661 underlying)
Holdings

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0
Seybold William
10% OwnerOther
Transactions
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−4,119,523→ 0 total
    → Ordinary Shares (1,373,174 underlying)
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+411,952→ 28,770,274 total
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+26,298→ 1,836,656 total
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−262,985→ 0 total
    → Ordinary Shares (87,661 underlying)
Holdings

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930
Spokes Andrew J M
10% OwnerOther
Transactions
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+411,952→ 28,770,274 total
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−262,985→ 0 total
    → Ordinary Shares (87,661 underlying)
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−4,119,523→ 0 total
    → Ordinary Shares (1,373,174 underlying)
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+26,298→ 1,836,656 total
Holdings

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0
Warren John R.
10% OwnerOther
Transactions
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+26,298→ 1,836,656 total
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+411,952→ 28,770,274 total
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−4,119,523→ 0 total
    → Ordinary Shares (1,373,174 underlying)
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−262,985→ 0 total
    → Ordinary Shares (87,661 underlying)
Holdings

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0
WEHRLY MARK C
10% OwnerOther
Transactions
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+26,298→ 1,836,656 total
  • Award

    Ordinary Shares, par value Euro 0.10 per share

    2017-06-19+411,952→ 28,770,274 total
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−4,119,523→ 0 total
    → Ordinary Shares (1,373,174 underlying)
  • Disposition to Issuer

    Company Founder Warrants (right to buy)

    2017-06-19−262,985→ 0 total
    → Ordinary Shares (87,661 underlying)
Holdings

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0

  • Company Founder Warrants (right to buy)

    (indirect: See Footnotes)
    → Ordinary Shares (1,460,835 underlying)
    0

  • Ordinary Shares, par value Euro 0.10 per share

    (indirect: See Footnotes)
    30,606,930
Footnotes (9)
  • [F1]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.
  • [F2]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.
  • [F3]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 members 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, as such members of CCUA as the sole owner of Cabana, the "Farallon Cabana Funds").
  • [F4]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, as such members of Four Pack, the "Farallon Four Pack Funds").
  • [F5]The amount of securities shown in this row is owned directly by the Farallon SPVs.
  • [F6]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.
  • [F7]Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, 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 or her pecuniary interest, if any.
  • [F8]On June 20, 2017, the Issuer announced the completion of an issuer exchange offer (the "Exchange Offer"), the offering period for which expired at 11:59 p.m. EDT on June 19, 2017. In connection with the completion of the Exchange Offer, the Issuer: (i) has accepted 4,119,523 outstanding Company Founder Warrants tendered by Cabana to the Issuer in the Exchange Offer and has become obligated to issue to Cabana in exchange therefor 411,952 Ordinary Shares; and (ii) has accepted 262,985 outstanding Company Founder Warrants tendered by Four Pack to the Issuer in the Exchange Offer and has become obligated to issue to Four Pack in exchange therefor 26,298 Ordinary Shares.
  • [F9]The Company Founder Warrants held by the Farallon SPVs have the terms set forth in: (i) the respective Company Founder Warrants Agreements, each effective as of March 11, 2017 (together, the "Company Founder Warrant Agreements"), by and between the Issuer and each of the respective Farallon SPVs; and (ii) the Warrant Agreement, dated as of March 10, 2017, by and among the Issuer, Computershare, Inc. and Computershare Trust Company, N.A., as warrant agent (the "Warrant Agent Agreement"). Under the Company Founder Warrant Agreements and the Warrant Agent Agreement, each Company Founder Warrant entitles the relevant Farallon SPV to purchase one-third of one Ordinary Share at an exercise price of one-third of $11.50, subject to adjustment as set forth in such agreements. The Company Founder Warrants became exercisable on April 10, 2017 and expire on March 11, 2022.

Documents

1 file

Issuer

Playa Hotels & Resorts N.V.

CIK 0001692412

→
Entity typeoperating
IncorporatedNetherlands

Related Parties

1
  • filerCIK 0001692412

Filing Metadata

Form type
4
Filed
Jun 20, 8:00 PM ET
Accepted
Jun 21, 3:40 PM ET
Size
30.4 KB
View on SEC.gov