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* Hyatt Hotels Corp (Last) (First) (Middle) 71 SOUTH WACKER DRIVE, 12TH FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/11/2017	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) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	11,969,741	I	See Footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	(2)	(2)	Ordinary Shares	579,602	(2)	I	See Footnote(1)
Warrants (right to buy)	(3)	(3)	Ordinary Shares	237,110	(3)	I	See Footnote(1)

1. Name and Address of Reporting Person* Hyatt Hotels Corp (Last) (First) (Middle) 71 SOUTH WACKER DRIVE, 12TH FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HI Holdings Playa B.V. (Last) (First) (Middle) HERIKERBERGWEG 238 1101 CM (Street) AMSTERDAM P7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AIC Holding Co. (Last) (First) (Middle) 71 SOUTH WACKER DRIVE, 12TH FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HYATT INTERNATIONAL CORP (Last) (First) (Middle) 71 SOUTH WACKER DRIVE, 12TH FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hyatt International Holdings Co. (Last) (First) (Middle) 71 SOUTH WACKER DRIVE, 12TH FLOOR (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The ordinary shares are owned directly by HI Holdings Playa B.V. ("HI Holdings"), which is a wholly-owned subsidiary of Hyatt International Holdings Co., which is a wholly-owned subsidiary of Hyatt International Corporation, which is a wholly-owned subsidiary of AIC Holding Co., which is a wholly-owned subsidiary of Hyatt Hotels Corporation. Each of Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co. are the indirect beneficial owners of the reported securities.

2. HI Holdings directly holds 1,738,806 warrants ("Founder Warrants"), each entitling the holder to purchase one-third of an ordinary share at an exercise price of one-third of $11.50. The Founder Warrants can be exercised starting on the 30th day after March 11, 2017.

3. HI Holdings directly holds 237,110 warrants ("Earnout Warrants"), each entitling the holder to purchase one ordinary share. The Earnout Warrants are exercisable for a five-year period beginning on March 11, 2017 in the event the closing price of the Issuer's ordinary shares on the NASDAQ Capital Market (or 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.

Remarks:

HI Holdings has 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 of the Issuer. As a result of the provisions in the Shareholder Agreement related to voting for certain director designees, the Holders and HI Holdings may be deemed members of a "group" within the meaning of Rule 13d-5(b) under the Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of any securities of the Issuer beneficially owned by the Holders. Exhibit List: Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney

	/s/ Rena Hozore Reiss, Executive Vice President, General Counsel and Secretary, Hyatt Hotels Corporation	03/22/2017
	/s/ Rena Hozore Reiss, as Attorney-in-Fact for AIC Holding Co.	03/22/2017
	/s/ Rena Hozore Reiss, Executive Vice President and Secretary, Hyatt International Corporation	03/22/2017
	/s/ Rena Hozore Reiss, as Attorney-in-Fact for Hyatt International Holdings Co.	03/22/2017
	/s/ Rena Hozore Reiss, as Attorney-in-Fact for HI Holdings Playa B.V.	03/22/2017
	** Signature of Reporting Person	Date
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