13D Filing: Farallon Capital and Playa Hotels & Resorts NV (PLYA)

None of the Reporting Persons has made a determination regarding a maximum or minimum number of Ordinary Shares or other securities of the Company which it may hold at any point in time.

Consistent with their investment intent, certain Reporting Persons or their representatives may engage in communications regarding the Company with other persons, including, without limitation, one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company.  Such communications may relate, without limitation, to the Company’s strategy, operations, capital structure and/or any current or future initiatives that may be proposed or adopted by the Company’s management or board of directors.  During the course of such communications, the Reporting Persons or such representatives may advocate or oppose one or more courses of action.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

This Amendment amends and restates Item 5 of the Prior Schedule 13D in its entirety as follows:

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon SPV is incorporated herein by reference for each such Farallon SPV.  The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon 110,109,076 Ordinary Shares outstanding as of June 23, 2017, as reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC“) on June 23, 2017, and assumes the exercise by the Farallon SPVs of all Company Earnout Warrants currently held by them for a total of 597,615 Ordinary Shares.

(c)

In connection with the completion of the Exchange Offer, on June 23, 2017, the Company: (i) issued to Cabana 411,952 Ordinary Shares in exchange for the 4,119,523 Company Founder Warrants tendered by Cabana in the Exchange Offer; and (ii) issued to Four Pack 26,298 Ordinary Shares in exchange for the 262,985 Company Founder Warrants tendered by Four Pack in the Exchange Offer.

(d)

The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Ordinary Shares held by the Farallon SPVs and acquirable by the Farallon SPVs upon the exercise of Company Earnout Warrants as reported herein.  The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

(e)

Not applicable.

(a),(b)

The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.