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^*

FRIED RICHARD B

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.,

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2017

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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of Group Owning 10%

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, par value EUR 0.10 per share	30,606,930	I	See footnotes.⁽¹⁾⁽³⁾⁽⁴⁾⁽⁶⁾

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)
Company Earnout Warrants (right to buy)	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	597,615	⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾

Explanation of Responses:

1. Of the total 30,606,930 Ordinary Shares shown in this row, 28,770,274 are owned directly by Cabana Investors B.V. ("Cabana") and 1,836,656 are owned directly by Playa Four Pack, L.L.C. ("Four Pack" and, together with Cabana, the "Farallon SPVs").

2. Of the total 597,615 Ordinary Shares underlying Company Earnout Warrants shown in this row, 561,753 relate to Company Earnout Warrants held by Cabana and 35,862 relate to Company Earnout Warrants held by Four Pack.

3. Farallon Partners, L.L.C. (the "Farallon General Partner"), as (i) the general partner of each of the investment funds that are the members of Four Pack and (ii) the general partner of each of the investment funds that are the shareholders of the entity that is the sole indirect owner of Cabana, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. The Farallon General Partner hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon SPVs.

4. Richard B. Fried ("Fried"), as a managing member of the Farallon General Partner with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Each of Fried and the other Managing Members (as defined below) hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.

5. Pursuant to the respective Company Earnout Warrants Agreements, each effective as of March 11, 2017, by and between the Issuer and the respective Farallon SPVs, each Company Earnout Warrant entitles the relevant Farallon SPV to purchase one Ordinary Share at an exercise price of EUR 0.10. The Company Earnout Warrants become exercisable at such time as the closing price per Ordinary Share on the NASDAQ Capital Market has exceeded $13.00 (subject to adjustment for stock splits and reverse stock splits) for a period of more than 20 days out of 30 consecutive trading days after March 11, 2017. The Company Earnout Warrants expire on the fifth anniversary of March 11, 2017.

6. The Farallon SPVs, the Farallon General Partner and each of Fried, Philip D. Dreyfuss, Michael B. Fisch, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly, as a managing member or senior managing member of the Farallon General Partner (collectively, the "Managing Members"), in each case with the power to exercise investment discretion, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group.

Remarks:

On November 30, 2017, the board of directors of the Issuer appointed Fried as an interim non-executive director of the Issuer, effective as of December 31, 2017.The Farallon SPVs have entered into a Shareholder Agreement, dated as of March 10, 2017 and effective as of March 11, 2017 (the "Shareholder Agreement"), with the Issuer and certain other holders (the "Holders") of Ordinary Shares. As a result of the provisions in the Shareholder Agreement related to voting for certain director designees, the Holders and the Farallon SPVs may be deemed members of a "group" within the meaning of Rule 13d-5(b) under the '34 Act. Fried hereby disclaims beneficial ownership of any securities of the Issuer beneficially owned by the Holders.

	/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Richard B. Fried	01/04/2018
	** 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).
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