X0306 4 2017-06-19 0 0001692412 Playa Hotels & Resorts N.V. PLYA 0001652685 TPG Pace Sponsor, LLC C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 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 2017-06-19 4 A 0 1466666 A 9606666 I See Explanation of Responses Warrants (right to buy) 2017-06-19 4 D 0 14666667 D Ordinary Shares 4888889 0 I See Explanation of Responses On June 20, 2017, Playa Hotels & Resorts N.V. (the "Issuer") announced that all of the warrants tendered in its exchange offer (the "Exchange Offer") were accepted and will be exchanged for ordinary shares, par value (euro) 0.10 per share, of the Issuer ("Ordinary Shares") on or about June 23, 2017. Accordingly, the Reporting Persons (as defined below) expect that on June 23, 2017 the 14,666,667 private placement warrants (the "Private Placement Warrants") held by TPG Pace Sponsor, LLC ("TPG Pace Sponsor") and tendered in the Exchange Offer will be exchanged for 1,466,666 Ordinary Shares, plus approximately $7.63 in lieu of a fractional share. The Private Placement Warrants had been 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. 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 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, which directly held the Private Placement Warrants and will directly hold the Ordinary Shares issued in exchange therefor. 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. 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 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. (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) 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. (8) Michael LaGatta is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated March 14, 2017, which was previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Pace Sponsor, LLC (6) 2017-06-21 /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 2017-06-21 /s/ Clive Bode on behalf of David Bonderman (6)(7) 2017-06-21 /s/ Clive Bode on behalf of James G. Coulter (6)(7) 2017-06-21 /s/ Michael LaGatta on behalf of Karl Peterson (6)(8) 2017-06-21