Chief Operating Officer Maliassas Gregory returned 606,086 units of Ordinary Shares to the company and was granted 441,268 units of Ordinary Shares, closing all direct ownership in the company (SEC Form 4)
$PLYA
Hotels/Resorts
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Playa Hotels & Resorts N.V. [ PLYA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 06/11/2025 | U | 422,860 | D | $13.5(1) | 164,818 | D | |||
| Ordinary Shares | 06/11/2025 | D | 164,818 | D | (2) | 0 | D | |||
| Ordinary Shares | 06/11/2025 | A(3) | 441,268 | A | $0 | 441,268 | D | |||
| Ordinary Shares | 06/11/2025 | D | 441,268 | D | (3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. 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"). |
| 2. 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. |
| 3. Represents restricted ordinary shares that are subject to performance-based vesting conditions granted to the reporting person. Pursuant to the reporting person's agreement with Buyer, each performance-based restricted ordinary share 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. |
| /s/ Dayna Blank, as Attorney-in-Fact | 06/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||