Preliminary Note:

  On March 11, 2017 (the “Closing Date”),Playa Hotels & Resorts N.V. (f/k/a Porto Holdco N.V.),a Dutch public limited company (naamloze vennootschap) (the “Company”), completed a business combination transaction (the “Business Combination”).  The parties to the Business Combination were the Company, Playa Hotels & Resorts B.V. (“Playa”), Pace Holdings Corp. (“Pace”) and New PACE Holdings Corp.  The Business Combination included the merger of Playa with and into the Company, with the Company as the surviving entity of such merger (the “Playa Merger”).

  On the Closing Date and pursuant to the Business Combination, the Company issued to certain former ordinary shareholders of Playa, including the Farallon SPVs (as defined in Item 2(a) below), Ordinary Shares (as defined in Item 1 below) and certain warrants to purchase Ordinary Shares.

  In particular, on the Closing Date, the Company issued to the Farallon SPVs an aggregate of: (i) 30,168,680 Ordinary Shares; (ii) 4,382,508 warrants (“Company Founder Warrants”) each of which is exercisable, subject to the terms thereof, to purchase one-third of one Ordinary Share and thus entitle the Farallon SPVs to acquire, subject to the terms thereof, an aggregate of 1,460,835 Ordinary Shares; and (iii) 597,615 warrants (“Company Earnout Warrants” and, together with Company Founder Warrants, “Company Warrants”) each of which is exercisable, subject to the terms thereof, for one Ordinary Share and thus entitle the Farallon SPVs to acquire, subject to the terms thereof, an aggregate of 597,615 Ordinary Shares.  The Company issued such Ordinary Shares and Company Warrants to the Farallon SPVs in the Playa Merger in consideration for all of the ordinary shares of Playa held by the Farallon SPVs immediately prior to the Playa Merger.

  Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the date of this statement the Reporting Persons (as defined in Item 2(a) below) may be deemed to beneficially own the 1,460,835 Ordinary Shares underlying the 4,382,508 Company Founder Warrants held by the Farallon SPVs, and the 597,615 Ordinary Shares underlying the 597,615 Company Earnout Warrants held by the Farallon SPVs.  The percentage amount set forth in Row 13 for all cover pages filed herewith therefore includes all such Ordinary Shares underlying such Company Warrants.

  The terms of the Company Warrants are further described in Item 6 below.

Item 1. Security and Issuer

  This statement relates to ordinary shares, par value €0.10 per share (“Ordinary Shares”), of the Company.  The Company’s principal executive offices are located at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands.

Item 2. Identity and Background

 This statement is filed by the entities and persons listed in items (i) through (v) below, all of whom together are referred to herein as the “Reporting Persons.”

 The Farallon SPVs 

 (i)    Cabana Investors B.V., a Dutch private limited liability company (besloten

    vennootschap met beperkte aansprakelijkheid) (“Cabana”), with respect to the

    Ordinary Shares held by it and the Ordinary Shares it has the right to acquire

    upon the exercise of Company Warrants; and