SEC Form 4 · accession 0000899243-17-016952
Playa Hotels & Resorts N.V. · PLYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
HYATT INTERNATIONAL CORP
Director · 10% Owner
Hyatt Hotels Corp
Director · 10% Owner
HI Holdings Playa B.V.
Director · 10% Owner
Hyatt International Holdings Co.
Director · 10% Owner
AIC Holding Co.
Director · 10% Owner
Period of report
Jun 20, 2017
Accepted (ET)
Jun 22, 2017 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001692412
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Jun 20, 2017 | A | 173,880 | — | A | 12,143,621 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1,F2 | — | Jun 20, 2017 | D | 1,738,806 | D | Apr 10, 2017 | — | Ordinary Shares | — | 0 | I |
Explanation of responses
- F1On May 22, 2017, the Issuer commenced an exchange offer to holders of the Issuer's outstanding public and private warrants to purchase one-third of one ordinary share for a purchase price of one-third of $11.50 (the "Founder Warrants") to tender each such warrant to the Issuer in exchange for 0.1 ordinary shares. On June 20, 2017, the Issuer accepted HI Holdings Playa B.V.'s ("HI Holdings") tender of 1,738,806 Founder Warrants pursuant to the exchange offer in exchange for 173,880 ordinary shares.
- F2The ordinary shares are owned directly by HI Holdings, which is a wholly-owned subsidiary of Hyatt International Holdings Co., which is a wholly-owned subsidiary of Hyatt International Corporation, which is a wholly-owned subsidiary of AIC Holding Co., which is a wholly-owned subsidiary of Hyatt Hotels Corporation. Each of Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co. are the indirect beneficial owners of the reported securities.
Remarks
HI Holdings has entered into a Shareholder Agreement, dated as of March 10, 2017 and effective as of March 11, 2017 (the "Shareholder Agreement") with the Issuer and certain other holders (the "Holders") of ordinary shares of the Issuer. As a result of the provisions of the Shareholder Agreement related to voting for certain director designees, the Holders and HI Holdings may be deemed members of a "group" within the meaning of Rule 13d-5(b) under the Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of any securities of the Issuer beneficially owned by the Holders.