0001387131-20-009929.txt : 20201113 0001387131-20-009929.hdr.sgml : 20201113 20201113174005 ACCESSION NUMBER: 0001387131-20-009929 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201110 FILED AS OF DATE: 20201113 DATE AS OF CHANGE: 20201113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Peterson Karl Mr. CENTRAL INDEX KEY: 0001425873 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38012 FILM NUMBER: 201312806 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Playa Hotels & Resorts N.V. CENTRAL INDEX KEY: 0001692412 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: PRINS BERNHARDPLEIN 200 STREET 2: 1097 JB CITY: AMSTERDAM STATE: P7 ZIP: 1097 JB BUSINESS PHONE: 31-208-081-081 MAIL ADDRESS: STREET 1: PRINS BERNHARDPLEIN 200 STREET 2: 1097 JB CITY: AMSTERDAM STATE: P7 ZIP: 1097 JB FORMER COMPANY: FORMER CONFORMED NAME: Porto Holdco B.V. DATE OF NAME CHANGE: 20161215 4 1 tpg_form4.xml X0306 4 2020-11-10 0 0001692412 Playa Hotels & Resorts N.V. PLYA 0001425873 Peterson Karl Mr. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 0 0 Ordinary Shares 2020-11-10 4 J 0 5202633 0 D 3954033 I See Explanation of Responses Ordinary Shares 2020-11-11 4 S 0 100000 4.5386 D 3854033 I See Explanation of Responses Ordinary Shares 2020-11-12 4 S 0 125000 4.4323 D 3729033 I See Explanation of Responses Ordinary Shares 2020-11-13 4 S 0 125000 4.3742 D 3604033 I See Explanation of Responses Effective November 10, 2020, TPG Pace Sponsor, LLC ("TPG Pace Sponsor"), of which Mr. Karl Peterson (the "Reporting Person") is a managing member, distributed, in accordance with its limited liability company agreement, ordinary shares, par value euro 0.10 per share ("Ordinary Shares"), of Playa Hotels & Resorts N.V. (the "Issuer") pro rata to its members (the "Distribution"). The ultimate general partner (and its stockholders) of TPG Holdings III, L.P., the other managing member of TPG Pace Sponsor, is making a separate Form 4 filing with respect to the Distribution. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.40 to $4.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.26 to $4.54, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.30 to $4.43, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Held through Peterson Capital Partners, LP. Excludes 2,000,000 Ordinary Shares issuable upon the exercise of 2,000,000 earnout warrants that were inadvertently included in Table I of the Form 4 filed by Mr. Peterson on August 13, 2018. Because of the relationship between Mr. Peterson and TPG Pace Sponsor, Mr. Peterson may have been deemed to have beneficially owned the securities held by TPG Pace Sponsor to the extent of his direct or indirect pecuniary interests therein. Mr. Peterson disclaims beneficial ownership of the securities held by TPG Pace Sponsor, except to the extent of his pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Peterson is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of his pecuniary interests. 9. Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission. /s/ Michael LaGatta on behalf of Karl Peterson (9) 2020-11-13