X0206 3 2017-03-10 0 0001692412 Playa Hotels & Resorts N.V. PLYA 0001652685 TPG Pace Holdings, LLC 301 COMMERCE STREET FORT WORTH TX 76102 1 0 1 0 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001425873 Peterson Karl Mr. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 Ordinary Shares 8140000 I See Explanation of Responses Warrants (right to buy) Ordinary Shares 2000000 I See Explanation of Responses Warrants (right to buy) Ordinary Shares 4888889 I See Explanation of Responses David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Pace Sponsor, LLC and Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P. ("TPG Holdings III"). TPG Holdings III and Karl Peterson are the sole members of TPG Pace Sponsor, LLC ("TPG Pace Sponsor"), which directly holds 7,340,000 ordinary shares, par value (euro) 0.10 per share (the "Ordinary Shares"), of Playa Hotels & Resorts N.V. (the "Issuer"), 2,000,000 earnout warrants (the "Earnout Warrants") and 14,666,667 private placement warrants (the "Private Placement Warrants"). The Earnout Warrants are exercisable for a five-year period beginning March 10, 2017 in the event that the closing price of the Ordinary Shares on the NASDAQ Capital Market (or a successor) is greater than $13.00 for a period of more than 20 days out of 30 consecutive trading days, subject to adjustment, at an initial exercise price of (euro) 0.10 per share. The Private Placement Warrants are exercisable for one-third of one Ordinary Share at an initial exercise price of one third of $11.50 per one-third Ordinary Share, subject to adjustment. Mr. Bonderman holds directly or indirectly 300,000 Ordinary Shares, Mr. Coulter holds directly or indirectly 200,000 Ordinary Shares and Mr. Peterson holds directly or indirectly 300,000 Ordinary Shares. The foregoing does not include any Ordinary Shares each may be deemed to hold indirectly through TPG Pace Sponsor. Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. TPG Pace Sponsor has entered into a Shareholders Agreement, dated as of March 10, 2017 (the "Shareholders Agreement"), with the Issuer and certain other holders (the "Holders") of Ordinary Shares. Because of the relationship between TPG Pace Sponsor and the Holders as a result of the Shareholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Ordinary Shares held in the aggregate by the Holders. Each Reporting Person and TPG Pace Sponsor disclaims beneficial ownership of the Ordinary Shares held by the Holders. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. (9) David Reintjes is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which was previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Pace Sponsor, LLC (7) 2017-03-14 /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) 2017-03-14 /s/ Clive Bode on behalf of David Bonderman (7)(8) 2017-03-14 /s/ Clive Bode on behalf of James G. Coulter (7)(8) 2017-03-14 /s/ David Reintjes on behalf of Karl Peterson (7)(9) 2017-03-14