SEC Form 4 · accession 0000903423-17-000424
Playa Hotels & Resorts N.V. · PLYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
Director · 10% Owner
James G Coulter
Director · 10% Owner
Karl Mr. Peterson
Director · 10% Owner
TPG Group Holdings (SBS) Advisors, Inc.
Director · 10% Owner
TPG Pace Sponsor, LLC
Director · 10% Owner
Period of report
Jun 19, 2017
Accepted (ET)
Jun 21, 2017 · 5:26 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,F3,F4,F5 | Jun 19, 2017 | A | 1,466,666 | — | A | 9,606,666 | I | See Explanation of Responses |
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,F3,F4,F5,F2 | — | Jun 19, 2017 | D | 14,666,667 | D | — | — | Ordinary Shares | 4,888,889 | 0 | I |
Explanation of responses
- F1On June 20, 2017, Playa Hotels & Resorts N.V. (the "Issuer") announced that all of the warrants tendered in its exchange offer (the "Exchange Offer") were accepted and will be exchanged for ordinary shares, par value (euro) 0.10 per share, of the Issuer ("Ordinary Shares") on or about June 23, 2017. Accordingly, the Reporting Persons (as defined below) expect that on June 23, 2017 the 14,666,667 private placement warrants (the "Private Placement Warrants") held by TPG Pace Sponsor, LLC ("TPG Pace Sponsor") and tendered in the Exchange Offer will be exchanged for 1,466,666 Ordinary Shares, plus approximately $7.63 in lieu of a fractional share.
- F2The Private Placement Warrants had been exercisable for one-third of one Ordinary Share at an initial exercise price of one third of $11.50 per one-third Ordinary Share, subject to adjustment.
- F3David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Pace Sponsor and Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), which 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. ("TPG Holdings III"). TPG Holdings III and Karl Peterson are the sole members of TPG Pace Sponsor, which directly held the Private Placement Warrants and will directly hold the Ordinary Shares issued in exchange therefor.
- F4Because 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.
- F5Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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.
Remarks
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. (8) Michael LaGatta is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated March 14, 2017, which was previously filed with the Securities and Exchange Commission.