SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WARDINSKI BRUCE D

(Last)

(First)

(Middle)

C/O PLAYA HOTELS & RESORTS N.V.

3950 UNIVERSITY DRIVE, SUITE 301

(Street)

FAIRFAX

22030

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2017

3. Issuer Name and Ticker or Trading Symbol
Playa Hotels & Resorts N.V. [ PLYA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	1,726,977	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Founder's Warrants	04/10/2017⁽¹⁾	03/11/2022⁽¹⁾	Ordinary Shares	84,886⁽²⁾	$11.5⁽²⁾	D
Company Earnout Warrants	⁽³⁾	⁽⁴⁾	Ordinary Shares	34,726	⁽⁵⁾	D

Explanation of Responses:

1. Founder's Warrants may be exercised only during the period commencing on the date 30 days after the grant of the Founder's Warrant and terminating on the date that is five years after the date of the grant.

2. Each Founder's Warrant entitles the holder to purchase one-third of one ordinary share ("Ordinary Shares") of Playa Hotels & Resorts N.V. (the "Company") at an exercise price of one third of $11.50, subject to adjustment for stock splits, stock dividends, reorganizations or similar events.

3. Company Earnout Warrants are exercisable in the event that the price per Ordinary Share on the NASDAQ is greater than $13.00 (as adjusted for stock splits and reverse stock splits) for a period of more than 20 days out of 30 consecutive trading days.

4. Company Earnout Warrants may be exercised, to the extent the Company Earnout Warrants become exercisable based on the price of the Ordinary Shares, only during the period (i) commencing on the date 30 days after the grant of the Company Earnout Warrants and (ii) terminating on the earlier of the date that is five years after the date of the grant or the date that the Company elects to redeem the Company Earnout Warrants.

5. Company Earnout Warrants entitle the holder to purchase Ordinary Shares equal to the amount of Company Earnout Warrants held (a) for cash, at a price of 0.10 Euro per share, or (b) on a cashless basis in accordance with the terms of the Warrant Agreement if the average last sale price of the Ordinary Shares of the Company for the ten trading days ending on the third trading day prior to the date on which a notice of exercise of the Company Earnout Warrants is sent to the Company exceeds 0.10 Euro.

Remarks:

Exhibit 24: Power of Attorney

	/s/ David Camhi as Attorney-in-Fact	03/20/2017
	** 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 5 (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.