| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PLYA | Ordinary Shares, par value Euro 0.10 per share | Sale | -$64.5M | -7.94M | -100% | $8.12 | 0 | Nov 12, 2021 | Direct | F1, F2, F3 |
| transaction | PLYA | Ordinary Shares, par value Euro 0.10 per share | Sale | -$3.37M | -415K | -100% | $8.12 | 0 | Nov 12, 2021 | Direct | F1, F2, F4 |
| holding | PLYA | Ordinary Shares, par value Euro 0.10 per share | 0 | Nov 12, 2021 | See Footnotes | F1, F5, F6 | |||||
| holding | PLYA | Ordinary Shares, par value Euro 0.10 per share | 0 | Nov 12, 2021 | See Footnotes | F1, F5, F7 |
Cabana Investors B.V. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 4 are filing an additional Form 4 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Form 4"). Information regarding these entities and individuals is included in this Form 4 for purposes of clarification and convenience only, and is duplicative of the information contained in the Parallel Form 4. |
| F2 | The entities and individuals identified in the footnotes to this Form 4 may be deemed members of a group holding equity securities of Playa Hotels & Resorts N.V. (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. |
| F3 | The amount of securities shown in this row is owned directly by Cabana Investors B.V. ("Cabana"). The sole owner of Cabana is Cooperative Cabana U.A. ("CCUA"). The indirect owners of CCUA are Farallon Capital Partners, L.P. ("FCP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. ("FCIP III") and Farallon Capital Offshore Investors II, L.P. (collectively, the "Farallon Cabana Funds"). |
| F4 | The amount of securities shown in this row is owned directly by Playa Four Pack, L.L.C. ("Four Pack" and, together with Cabana, the "Farallon SPVs"). The members of Four Pack are FCP, FCIP and FCIP III (collectively, the "Farallon Four Pack Funds"). |
| F5 | The amount of securities shown in this row is owned directly by the Farallon SPVs. |
| F6 | As the general partner of each of the Farallon Four Pack Funds and the Farallon Cabana Funds, Farallon Partners, L.P. (the "Farallon General Partner"), may be deemed to be a beneficial owner of the Issuer's securities indirectly held by each of the Farallon Four Pack Funds and each of the Farallon Cabana Funds. The Farallon General Partner hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein 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. |
| F7 | Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J. M. Spokes the ("Senior Managing Member"), as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner, in each case 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. Each of the Managing Members and the Senior Managing Member hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the '34 Act, or otherwise, except to the extent of his pecuniary interest, if any. |
Pursuant to the Shareholder Agreement, dated as of March 10, 2017, among the Issuer, the Farallon SPVs and the other parties thereto, the Farallon SPVs designated Mr. Richard B. Fried for election to the Issuer's board of directors, as result of which each of the Farallon SPVs heretofore may have been deemed a "director-by-deputization" of the Issuer. On November 12, 2021, the Farallon SPVs sold an aggregate of 8,352,553 ordinary shares of the Issuer, constituting all of the ordinary shares held by the Farallon SPVs. As a result, as of such date, (i) such Shareholder Agreement terminated with respect to the Farallon SPVs and (ii) the Farallon SPVs no longer may be deemed to have director-by-deputization status with respect to the Issuer.