SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Plainfield Capital Ltd (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PLAYBOY ENTERPRISES INC [ PLA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/31/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
CLASS A COMMON STOCK, PAR VALUE $0.01	05/31/2009		J(1)(2)	V	104,298	D	(1)(2)	822,402	D(1)(2)
CLASS A COMMON STOCK, PAR VALUE $0.01	05/31/2009		J(1)(2)	V	64,807	D	(1)(2)	757,595	D(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person* Plainfield Capital Ltd (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD. (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PLAINFIELD ASSET MANAGEMENT LLC (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HOLMES MAX (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Prior to the disposition reported on this Form 4, the shares reported on Table 1 of this Form 4 (the "Reported Shares") were owned directly by Plainfield Capital Limited, a Cayman Islands corporation ("Plainfield Capital"), and indirectly by Plainfield Special Situations Master Fund Limited ("Master Fund"), Plainfield Asset Management LLC, a Delaware limited liability company ("Asset Management") and Max Holmes, an individual ("Max Holmes"). On May 31, 2009, Plainfield Capital transferred the direct ownership of 104,298 of the Reported Shares to Plainfield Special Situations Master Fund II Limited ("Master Fund II"), as a capital contribution, and 64,807 of the Reported Shares to Plainfield OC Master Fund Limited ("OC Master Fund"), as a capital contribution, and acquired an indirect ownership of such Reported Shares, as on May 31, 2009, each of Master Fund II and OC Master Fund were wholly owned subsidiaries of Plainfield Capital.

2. (Continued from Footnote 1) On that same day, Plainfield Capital transferred its ownership interest in Master Fund II and OC Master Fund, resulting in loss of the indirect ownership of the Reported Shares, which loss is being deemed a disposition for the purposes of this Form 4. Following such transfer, Plainfield Capital directly owns 757,595 shares of Class A Common Stock, par value $0.01, of the Issuer, Master Fund II directly owns 104,298 shares of Class A Common Stock, par value $0.01, of the Issuer and OC Master Fund directly owns 64,807 shares of Class A Common Stock, par value $0.01, of the Issuer. Plainfield Capital is a wholly owned subsidiary of Master Fund. Asset Management is the manager of Master Fund, Master Fund II and OC Master Fund. Max Holmes is the chief investment officer of Asset Management.

Remarks:

* Duly authorized pursuant to Limited Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, attached as Exhibit 24 to Plainfield Capital Limited's Form 3 with respect to Playboy Enterprises, Inc., filed on November 17, 2008 and incorporated by reference herein.

	PLAINFIELD CAPITAL LIMITED By: /s/ Thomas X. Fritsch Authorized Individual	02/16/2010
	PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ Thomas X. Fritsch Authorized Individual	02/16/2010
	PLAINFIELD ASSET MANAGEMENT LLC By: /s/ Thomas X. Fritsch Managing Director and General Counsel	02/16/2010
	MAX HOLMES By: /s/ Thomas X. Fritsch Attorney-in-Fact*	02/16/2010
	** Signature of Reporting Person	Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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