4//SEC Filing
TPG Pace Sponsor, LLC 4
Accession 0001387131-20-009931
CIK 0001692412other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 6:36 PM ET
Size
14.0 KB
Accession
0001387131-20-009931
Insider Transaction Report
Form 4
TPG Group Holdings (SBS) Advisors, Inc.
Director10% Owner
Transactions
- Other
Ordinary Shares
2020-11-10−6,994,564→ 2,312,102 total(indirect: See Explanation of Responses)
TPACE Sponsor Corp.
Director10% Owner
Transactions
- Other
Ordinary Shares
2020-11-10−6,994,564→ 2,312,102 total(indirect: See Explanation of Responses)
COULTER JAMES G
Director10% Owner
Transactions
- Other
Ordinary Shares
2020-11-10−6,994,564→ 2,312,102 total(indirect: See Explanation of Responses)
BONDERMAN DAVID
Director10% Owner
Transactions
- Other
Ordinary Shares
2020-11-10−6,994,564→ 2,312,102 total(indirect: See Explanation of Responses)
Footnotes (7)
- [F1]Effective November 10, 2020, TPG Pace Sponsor, LLC ("TPG Pace Sponsor") distributed, in accordance with its limited liability company agreement, ordinary shares, par value euro 0.10 per share ("Ordinary Shares"), of Playa Hotels & Resorts N.V. (the "Issuer") pro rata to its members, one of which in turn distributed, in accordance with its limited liability company agreement, the Ordinary Shares pro rata to its members, some of which made further pro rata distributions of the Ordinary Shares (the "Distribution").
- [F2]David Bonderman and James G. Coulter are the sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), (ii) TPG GP Advisors, Inc., which is the general partner of TPG Regional Program, L.P., which directly held 589,128 Ordinary Shares immediately following the Distribution, and (iii) TPG Group Advisors (Cayman), Inc., which is the general partner of TPG Partner Holdings, L.P., which directly held 170,000 Ordinary Shares immediately following the Distribution.
- [F3]Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is one of two managing members of TPG Pace Sponsor, which effectuated the Distribution. Karl Peterson is the other managing member of TPG Pace Sponsor and is making a separate Form 4 filing with respect to the Distribution.
- [F4]Excluding the Ordinary Shares held by TPG Regional Program, L.P. and TPG Partner Holdings, L.P., Mr. Bonderman holds directly or indirectly 777,321 Ordinary Shares, and Mr. Coulter holds directly or indirectly 775,653 Ordinary Shares.
- [F5]Under the Shareholder Agreement, dated as of March 10, 2017, by and among the Issuer and the other parties thereto, TPG Pace Sponsor is no longer entitled, as a result of the Distribution, to designate an individual for inclusion on the slate of nominees proposed by the Issuer's Board of Directors for election as a director. Accordingly, as a result of the Distribution, the Reporting Persons are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F6]Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F7]Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Documents
Issuer
Playa Hotels & Resorts N.V.
CIK 0001692412
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001652685
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 6:36 PM ET
- Size
- 14.0 KB