| 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Playa Hotels & Resorts N.V. [ PLYA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/10/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Ordinary Shares, Euro 0.10 par value per share | 08/10/2023 | S | 400,000 | D | $7.363(1) | 14,742,519 | I | See footnotes(2)(3)(4)(5)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.29 to $7.45, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| 2. The securities reported on this line are held directly by: (i) M.H. Davidson & Co., a New York limited partnership ("CO"), (ii) Davidson Kempner Partners, a New York limited partnership ("DKP"), (iii) DKIP (Cayman) Ltd II, a Cayman Islands exempted company ("DKIP (Cayman) II"), (iv) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"), (v) Davidson Kempner International, Ltd., a British Virgin Islands business company ("DKIL"), (vi) Davidson Kempner Distressed Opportunities Fund LP, a Delaware limited partnership ("DKDOF"), (vii) Davidson Kempner Distressed Opportunities International Ltd., a Cayman Islands exempted company ("DKDOI") and (viii) DKLDO V Trading Subsidiary LP, a Cayman Islands exempted limited partnership ("DKLDO V", together with CO, DKP, DKIP (Cayman) II, DKIP, DKIL, DKDOF, DKDOI, the "DK Funds"). |
| 3. M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company ("Liquid GP Topco"), is the managing member of CO GP. MHD Management Co. LLC, a Delaware limited liability company ("MHD"), is the general partner of DKP and Liquid GP Topco is the managing member of MHD. DKCM (as defined below) is the investment manager of DKIP (Cayman) II. (Continued in footnote 4) |
| 4. (Continued from footnote 3) DKIP is the 100% equityholder of DKIP (Cayman) II. Davidson Kempner Advisers LLC, a Delaware limited liability company ("DKA"), is the general partner of DKIP and Liquid GP Topco is the managing member of DKA. DKCM is the investment manager of DKIL. DK Group LLC, a Delaware limited liability company ("DK Group"), is the general partner of DKDOF and Liquid GP Topco is the managing member of DK Group. DKCM is the investment manager of DKDOI. Davidson Kempner Long-Term Distressed Opportunities GP V LLC, a Delaware limited liability company ("DKLDO GP V"), is the general partner of DKLDO V and Davidson Kempner Drawdown GP Topco LLC, a Delaware limited liability company ("Drawdown GP Topco"), is the managing member of DKLDO GP V. |
| 5. Davidson Kempner Capital Management LP ("DKCM"), a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"), acts as investment manager to each of the DK Funds. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Eric P. Epstein, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons. Mr. Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by the DK Funds. |
| 6. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. |
| /s/ M.H. Davidson & Co., By: M.H. Davidson & Co. GP, L.L.C., its general partner, By: Davidson Kempner Liquid GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ Davidson Kempner Partners, By: MHD Management Co. LLC, its general partner, By: Davidson Kempner Liquid GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ DKIP (Cayman) Ltd II, By: Davidson Kempner Capital Management LP, its investment manager, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ Davidson Kempner Institutional Partners, L.P., By: Davidson Kempner Advisers LLC, its general partner, By: Davidson Kempner Liquid GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ Davidson Kempner International, Ltd., By: Davidson Kempner Capital Management LP, its investment manager, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ Davidson Kempner Distressed Opportunities Fund LP, By: DK Group LLC, its general partner, By: Davidson Kempner Liquid GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ Davidson Kempner Distressed Opportunities International Ltd., By: Davidson Kempner Capital Management LP, its investment manager, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ DKLDO V Trading Subsidiary LP, By: Davidson Kempner Long-Term Distressed Opportunities GP V LLC, its general partner, By: Davidson Kempner Drawdown GP Topco LLC, its managing member, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ Davidson Kempner Capital Management LP, By: Anthony A. Yoseloff, its Executive Managing Member | 08/14/2023 | |
| /s/ Anthony A. Yoseloff | 08/14/2023 | |
| ** 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 4 (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. | ||