SEC Form 4 · accession 0001214659-19-000119
Playa Hotels & Resorts N.V. · PLYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard B Fried
Director · 10% Owner · Other
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 11:43 am 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 | Jan 2, 2019 | A | 10,730 | $0.00 | A | 17,687 | D | |
| Ordinary Shares, par value EUR 0.10 per shareF2,F3,F4,F5 | holding | — | — | — | 30,606,930 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 2, 2019, pursuant to the Issuer's 2017 Omnibus Incentive Plan, the Issuer awarded 10,730 Ordinary Shares to Richard B. Fried ("Fried"), a director of the Issuer.
- F2The amount of securities shown in this row is owned directly by Cabana Investors B.V. ("Cabana") and Playa Four Pack, L.L.C. ("Four Pack" and, together with Cabana, the "Farallon SPVs"). All of such securities were previously reported by the Farallon SPVs, Farallon Partners, L.L.C. (the "Farallon General Partner") and related individuals on Forms 4 filed on June 21, 2017 (collectively, the "Prior Filings"). There have been no transactions in such securities by any such entities or individuals since the filing of the Prior Filings.
- F3The 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 indirect sole 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 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.
- F4Fried, as a managing member of the Farallon General Partner 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. Fried disclaims any beneficial ownership of any of the Issuer's securities reported or referred to in this row or in the Prior Filings for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any. Each of the 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.
- F5Fried, the Farallon SPVs, the Farallon General Partner and each of the individuals identified in the Prior Filings as a managing member or senior managing member of the Farallon General Partner with the power to exercise investment discretion, may be deemed members of a group holding equity securities of 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.