SEC Form 4 · accession 0001182489-18-000020
Playa Hotels & Resorts N.V. · PLYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ravi K Paidipaty
10% Owner · Other
Period of report
Jan 9, 2018
Accepted (ET)
Jan 16, 2018 · 4:13 pm EST
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 Shares, par value EUR 0.10 per shareF1,F2,F3,F4 | holding | — | — | — | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Earnout Warrants (right to buy)F1,F2,F3,F4,F5 | — | holding | — | — | — | — | — | Ordinary Shares | 0 | 0 | I |
Explanation of responses
- F1Ravi K. Paidipaty ("Paidipaty") previously filed Forms 3 and 4 (the "Prior Filings") with respect to securities of the Issuer owned directly by Cabana Investors B.V. ("Cabana") and Playa Four Pack, L.L.C. ("Four Pack" and, together with Cabana, the "Farallon SPVs").
- F2Farallon Partners, L.L.C. (the "Farallon General Partner"), as (i) the general partner of each of the investment funds that are the members of Four Pack and (ii) the general partner of each of the investment funds that are the shareholders of the entity that is the sole indirect owner of Cabana, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. The Farallon General Partner hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or in the prior filings 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.
- F3Paidipaty, as a managing member of the Farallon General Partner with the power to exercise investment discretion, may have been deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Effective January 9, 2018, Paidipaty resigned as a managing member of the Farallon General Partner. As a result, as of such date Paidipaty may no longer be deemed a beneficial owner of any of the Issuer's securities deemed beneficially owned by the Farallon General Partner.
- F4Each of the other individuals identified in the Prior Filings disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or in the Prior Filings for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.
- F5Pursuant to the respective Company Earnout Warrants Agreements, each effective as of March 11, 2017, by and between the Issuer and the respective Farallon SPVs, each Company Earnout Warrant entitles the relevant Farallon SPV to purchase one Ordinary Share at an exercise price of EUR 0.10. The Company Earnout Warrants become exercisable at such time as the closing price per Ordinary Share on the NASDAQ Capital Market has exceeded $13.00 (subject to adjustment for stock splits and reverse stock splits) for a period of more than 20 days out of 30 consecutive trading days after March 11, 2017. The Company Earnout Warrants expire on the fifth anniversary of March 11, 2017.
Remarks
Effective January 9, 2018, Paidipaty resigned as a managing member of the Farallon General Partner.