Farallon Funds.  The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

  (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

  (e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

  (f) The jurisdiction of organization of each of the Farallon SPVs and the Farallon General Partner is set forth above.  Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States.  Spokes is a citizen of the United Kingdom.

  The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.

Item 3. Source and Amount of Funds or Other Consideration

  The Farallon SPVs acquired their Ordinary Shares, Company Founder Warrants and Company Earnout Warrants on the Closing Date in the Playa Merger, in consideration for all of the ordinary shares of Playa held by the respective Farallon SPVs immediately prior to the Playa Merger.

  Playa was formed in August 2013, in connection with the reorganization of Playa’s prior parent company.  The Farallon SPVs acquired their ordinary shares of Playa at such time in exchange for shares the Farallon SPVs had held in Playa’s prior parent company.  The Farallon SPVs had acquired such shares in Playa’s prior parent company over the course of several years beginning in 2006.

Item 4. Purpose of Transaction

  The disclosure set forth in Item 6 below is hereby incorporated by reference in this Item 4.

  The purpose of the acquisition of the Ordinary Shares and the Company Warrants is for investment.

  Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of Ordinary Shares or other securities of the Company, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Ordinary Shares or other securities of the Company or (subject to the terms of the Company Founder Warrants and the Registration Rights Agreement (as defined in Item 6 below)) transfer or dispose of any or all of its Ordinary Shares or other securities of the Company, depending in any case upon an ongoing evaluation of the Reporting Persons’ investment in the Ordinary Shares and/or such other securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.  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

      The Farallon SPVs

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer 

   Company Founder Warrants

   The Company Founder Warrants held by the Farallon SPVs have the terms set forth in: (i) the respective Company Founder Warrants Agreements, each effective as of March 11, 2017 (together, the “Company Founder Warrants Agreements”), by and between the Company andeach ofthe respective Farallon SPVs; and (ii) the Warrant Agreement, dated as of March 10, 2017, by and among Porto Holdco N.V. (now Playa Hotels & Resorts N.V.), Computershare, Inc. and Computershare Trust Company, N.A., as warrant agent (the “Warrant Agent Agreement”).   Under the Company Founder Warrants Agreements and the Warrant Agent Agreement, each Company Founder Warrant entitles its holder to purchase one-third of one Ordinary Share at an exercise price of one-third of $11.50, subject to adjustment as set forth in such agreements.  The Company Founder Warrants become exercisable 30 days after the Closing Date and expire on the fifth anniversary of the Closing Date.

  As of the date of this statement, Cabana holds 4,119,523 Company Founder Warrants entitling Cabana to purchase, subject to the terms thereof, 1,373,174 Ordinary Shares; and Four Pack holds 262,985 Company Founder Warrants entitling Four Pack to purchase, subject to the terms thereof, 87,661 Ordinary Shares.

  The foregoing description of the Company Founder Warrants Agreements and the Warrant Agent Agreement is qualified in its entirety by the full terms and conditions thereof.  A form of Company Founder Warrants Agreement was filed by the Company with the SEC as Exhibit 10.14 to the Company 8-K, which exhibit is hereby incorporated herein by reference.  A copy of the Warrant Agent Agreement was filed by the Company with the SEC as Exhibit 10.12 to the Company 8-K, which exhibit is hereby incorporated herein by reference.

       Company Earnout Warrants 

  The Company Earnout Warrants held by the Farallon SPVs have the terms set forth in the respective Company Earnout Warrants Agreements, each effective as of March 11, 2017 (together, the “Company Earnout Warrants Agreements”), by and between the Company and each of the respective Farallon SPVs.  Under the Company Earnout Warrants Agreements, each Company Earnout Warrant entitles its holder to purchase one Ordinary Share at an exercise price of €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 the Closing Date.  The Company Earnout Warrants expire on the fifth anniversary of the Closing Date.

  As of the date of this statement, Cabana holds 561,753 Company Earnout Warrants entitling Cabana to purchase, subject to the terms thereof, 561,753 Ordinary Shares; and Four Pack holds 35,862 Company Earnout Warrants entitling Four Pack to purchase, subject to the terms thereof, 35,862 Ordinary Shares.

  The foregoing description of the Company Earnout Warrants Agreements is qualified in its entirety by the full terms and conditions thereof.  A form of Company Earnout Warrants Agreement was filed by the Company with the SEC as Exhibit 10.10 to the Company 8-K, which exhibit is hereby incorporated herein by reference.

      Registration Rights Agreement

  The Farallon SPVs are parties to the Registration Rights Agreement, dated as of March 10, 2017 (the “Registration Rights Agreement”), by and among Porto Holdco B.V. (now Playa Hotels & Resorts N.V.) and the Holders identified therein.  Such Holders include, among others, the Farallon SPVs, TPG Pace Sponsor, LLC (“Pace Sponsor”) and HI Holdings Playa B.V. (“HI Holdings Playa”).

  Registration Rights

  Pursuant to and subject to the terms of the Registration Rights Agreement, at any time, and from time to time, after the six-month anniversary of the Closing Date, the Farallon SPVs (collectively), Pace Sponsor or HI Holdings Playa may demand that the Company register for public resale all or a portion of their Ordinary Shares (including Ordinary Shares acquired after the Closing Date upon the exercise of warrants or otherwise), for so long as they continue to meet certain ownership thresholds specified in the Registration Rights Agreement.  The Registration Rights Agreement also provides for “piggy-back” registration rights with respect to certain other registration statements that may be filed by the Company.

  Lock-up

  The Registration Rights Agreement contains a “lock-up” provision pursuant to which the Farallon SPVs and the other Holders have agreed not to effect any sale or distribution of any Ordinary Shares or any other securities of the Company during the 180 calendar days after the Closing Date.

  The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full terms and conditions thereof.  A form of the Registration Rights Agreement was filed by the Company with the SEC as Exhibit 10.2 to the Company 8-K, which exhibit is hereby incorporated herein by reference.

      Shareholder Agreement

  The Company, the Farallon SPVs, Pace Sponsor and HI Holdings Playa are parties to a Shareholder Agreement, dated as of March 10, 2017 (the “Shareholder Agreement”).

  Initial Board Composition 

  The Shareholder Agreement provides that the Company’s board of directors (the “Board”), as of the closing of the Business Combination, is comprised of 10 directors, consisting of nine non-executive directors and the Company’s chief executive officer in his capacity as an executive director.  Pursuant to the Shareholder Agreement, as of the closing of the Business Combination, two of the non-executive directors were designated by the Farallon SPVs (each, a “Cabana Director”); three of the non-executive directors were designated by Pace Sponsor (each, a “Pace Director”); and one non-executive director was designated by HI Holdings Playa (the “Hyatt Director” and, together with the Cabana Directors and the Pace Directors, the “Designated Directors”).

  The Farallon SPVs designated Daniel J. Hirsch and Stephen L. Millham as the Cabana Directors as of the closing of the Business Combination.  Mr. Hirsch was a managing member of the Farallon General Partner through December 31, 2016.  Mr. Millham was a managing member of the Farallon General Partner through December 31, 2012.  Each of Messrs. Hirsch and Millham was a member of the board of directors of Playa from its formation in August 2013 until the completion of the Playa Merger.

  Director Nomination Rights

  The Shareholder Agreement provides that, after the expiration of the initial one-year term of the Board, the Farallon SPVs, Pace Sponsor and HI Holdings Playa will have certain rights to designate directors to the Board, as follows:

• Cabana Directors: The Farallon SPVs will have the right to designate (i) two directors to the Board for so long as the Farallon SPVs hold more than 15,000,000 Ordinary Shares and (ii) one director to the Board for so long as the Farallon SPVs hold 15,000,000 or fewer but more than 7,500,000 Ordinary Shares.
• Pace Directors: Pace Sponsor will have the right to designate (i) three directors to the Board for as long as Pace Sponsor holds more than 7,500,000 Ordinary Shares, (ii) two directors to the Board for as long as Pace Sponsor holds 7,500,000 or fewer but more than 5,625,000 Ordinary Shares, and (iii) one director to the Board for as long as Pace Sponsor holds 5,625,000 or fewer but more than 3,750,000 Ordinary Shares.
• Hyatt Director: HI Holdings Playa will have the right to designate one director to the Board for as long as HI Holdings Playa holds more than 7,500,000 Ordinary Shares.

  Voting Support

  Subject to the termination provisions described below, the Shareholder Agreement provides that each of the Farallon SPVs (collectively), Pace Sponsor and HI Holdings Playa (together, the “Designating Shareholders”) has agreed to vote to elect to the Board the designees of the other shareholder signatories designated in accordance with the Shareholder Agreement for the term of the Shareholder Agreement, unless such shareholder ceases to hold the minimum number of Ordinary Shares needed for such shareholder to be entitled to designate at least one such director.

  Capital Allocation Committee 

  The Shareholder Agreement provides that the Board will maintain a Capital Allocation Committee, initially consisting of one Cabana Director, one Pace Director and the Company’s chief executive officer in his capacity as an executive director.  The Farallon SPVs have designated Mr. Hirsch to serve as the committee’s Cabana Director as of the closing of the Business Combination.  For so long as the Farallon SPVs or Pace Sponsor are entitled to designate any director to the Board pursuant to the terms of the Shareholder Agreement, any vacancy on the Capital Allocation Committee resulting from the resignation, removal, or death of the Cabana Director or the Pace Director, as applicable, must be filled by the Board following nomination of a replacement director by the Farallon SPVs or Pace Sponsor, as applicable.  The Shareholder Agreement provides that any action by the Capital Allocation Committee requires the affirmative vote of two committee members.

  Termination

  The Shareholder Agreement will terminate pursuant to its terms on the earlier to occur of: (i) the fifth anniversary of the Closing Date or, if later, the expiration of the term or the death, resignation or removal of the Designated Directors appointed at the last shareholder meeting of the Company held prior to the fifth anniversary of the Closing Date; and (ii) the expiration of the term or the death, resignation or removal of the Designated Director(s) appointed at the last shareholder meeting of the Company held prior to such date on which no Designating Shareholder is entitled to nominate directors pursuant to the Shareholder Agreement.  With respect to each Designating Shareholder, if its ownership of outstanding

Ordinary Shares falls below the relevant ownership threshold set forth in the Shareholder Agreement as a condition to such Designating Shareholder being entitled to nominate at least one director, the Shareholder Agreement shall immediately terminate with respect to such Designating Shareholder.

  The foregoing description of the Shareholder Agreement is qualified in its entirety by the full terms and conditions thereof.  A form of the Shareholder Agreement was filed by the Company with the SEC as Exhibit 10.1 to the Company 8-K, which exhibit is hereby incorporated herein by reference.

  Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

  There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Section 240.13d-1(k) under the Securities Exchange Act of 1934, as amended.

  A form of Company Founder Warrants Agreement was filed by the Company with the SEC as Exhibit 10.14 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

  A copy of the Warrant Agent Agreement was filed by the Company with the SEC as Exhibit 10.12 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

  A form of Company Earnout Warrants Agreement was filed by the Company with the SEC as Exhibit 10.10 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

  A form of the Registration Rights Agreement was filed by the Company with the SEC as Exhibit 10.2 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

  A form of the Shareholder Agreement was filed by the Company with the SEC as Exhibit 10.1 to the Company 8-K.  Such exhibit is hereby incorporated herein by reference.

SIGNATURES

  After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  March 21, 2017