Bruce D. Wardinski - 11 Jun 2025 Form 4 Insider Report for Playa Hotels & Resorts N.V. (PLYA)

Reporting relationship: Chairman and CEO, Director
Issuer ticker: PLYA
Reported as of: 11 Jun 2025
Net transaction value: -$58,280,540
SEC form: 4
Accepted by SEC: 12 Jun 2025, 18:17:57 UTC
Prior SEC filing: 06 May 2025
Next SEC filing: 05 May 2026
Source filing: View source filing
Reporting owner signature: /s/ Dayna Blank, as Attorney-in-Fact

Key filing fact

Bruce D. Wardinski filed Form 4 for Playa Hotels & Resorts N.V. (PLYA) on 12 Jun 2025.

Key facts

This page summarizes Bruce D. Wardinski's Form 4 filing for Playa Hotels & Resorts N.V. (PLYA).
5 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 12 Jun 2025, 18:17.

Change

Previous filing in this sequence was filed on 06 May 2025.
Current net transaction value: -$58,280,540.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001272017 Primary reporting owner

WARDINSKI BRUCE D

Relationship: Chairman and CEO, Director
Address: C/O PLAYA HOTELS & RESORTS N.V., 3950 UNIVERSITY DRIVE, SUITE 301, FAIRFAX
Signature: /s/ Dayna Blank, as Attorney-in-Fact
Signature date: 12 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PLYA transaction

Ordinary Shares

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $35,330,540
Shares: -2,617,077
Change %: -88%
Price: $13.50
Shares after: 370,534
Date: 11 Jun 2025
Ownership: Direct
Footnotes: F1

PLYA transaction

Ordinary Shares

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $22,950,000
Shares: -1,700,000
Change %: -100%
Price: $13.50
Shares after: 0
Date: 11 Jun 2025
Ownership: By Bruce Wardinski Irrevocable Trust
Footnotes: F1

PLYA transaction

Ordinary Shares

Disposed to Issuer

Transaction value
Shares: -370,534
Change %: -100%
Price
Shares after: 0
Date: 11 Jun 2025
Ownership: Direct
Footnotes: F2

PLYA transaction

Ordinary Shares

Award

Transaction value: $0
Shares: +996,625
Change %
Price: $0.000000
Shares after: 996,625
Date: 11 Jun 2025
Ownership: Direct
Footnotes: F3

PLYA transaction

Ordinary Shares

Disposed to Issuer

Transaction value
Shares: -996,625
Change %: -100%
Price
Shares after: 0
Date: 11 Jun 2025
Ownership: Direct
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Bruce D. Wardinski is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

On February 9, 2025, Playa Hotels & Resorts N.V. (the "Issuer") entered into a purchase agreement with Hyatt Hotels Corporation ("Hyatt") and its subsidiary, HI Holdings Playa B.V. (the "Buyer"), which was subsequently amended on May 16, 2025 (as amended to date, the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, the Buyer commenced a tender offer for all the issued and outstanding ordinary shares, par value EUR 0.10 per share ("Shares"), of the Issuer (the "Offer"), and, on June 11, 2025 (the "Acceptance Time"), the Buyer accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including the Shares tendered by the reporting person, in exchange for a cash payment equal to $13.50 per Share, without interest and less applicable withholding taxes (the "Offer Consideration"), which Offer Consideration will be paid as soon as practicable following the Acceptance Time (the "Closing").

Footnote F2

Represents restricted ordinary shares subject to time-based vesting conditions granted to the reporting person. Pursuant to the Purchase Agreement, at the Closing, each restricted ordinary share held by continuing employees of the Issuer (including the reporting person) was assumed by Hyatt or Buyer and exchanged for a corresponding award of restricted stock units covering a number of shares of Hyatt shares (rounded up to the nearest whole number of shares) equal to the product obtained by multiplying (i) the number of ordinary shares underlying each restricted ordinary share as of immediately prior to the Closing by (ii) the Exchange Ratio of 0.101879.

Footnote F3

Represents restricted ordinary shares that are subject to performance-based vesting conditions granted to the reporting person. Pursuant to the Purchase Agreement, at the Closing, each performance-based restricted ordinary share held by non-continuing employees of the Issuer (including the reporting person) became vested based on (i) for performance-based restricted stock granted in 2023, maximum performance level based on actual performance; (ii) for performance-based restricted stock granted in 2024, at the maximum performance level based on the terms of the Purchase Agreement, and (iii) for performance-based restricted stock granted in 2025, target performance level. Each vested restricted ordinary share was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Offer Consideration multiplied by (ii) the total number of restricted ordinary shares.