Sec Form 4 Filing - Hyatt Hotels Corp @ Playa Hotels & Resorts N.V. - 2017-06-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol Playa Hotels & Resorts N.V. [ PLYA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 71 SOUTH WACKER DRIVE, 12TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 06/20/2017 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 06/20/2017 A 173,880 A 12,143,621 I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (right to buy) ( 1 ) 06/20/2017 D 1,738,806 04/10/2017 ( 1 ) Ordinary Shares ( 1 ) ( 1 ) 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hyatt Hotels Corp 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO, IL60606 X X HI Holdings Playa B.V. HERIKERBERGWEG 238 1101 CM AMSTERDAM, P7 X X AIC Holding Co. 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO, IL60606 X X HYATT INTERNATIONAL CORP 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO, IL60606 X X Hyatt International Holdings Co. 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO, IL60606 X X Signatures /s/ Rena Hozore Reiss, Executive Vice President, General Counsel and Secretary, Hyatt Hotels Corporation 06/22/2017 Signature of Reporting Person Date /s/ Rena Hozore Reiss, as Attorney-in-Fact for AIC Holding Co. 06/22/2017 Signature of Reporting Person Date /s/ Rena Hozore Reiss, Executive Vice President and Secretary, Hyatt International Corporation 06/22/2017 Signature of Reporting Person Date /s/ Rena Hozore Reiss, as Attorney-in-Fact for Hyatt International Holdings Co. 06/22/2017 Signature of Reporting Person Date /s/ Rena Hozore Reiss, as Attorney-in-Fact for HI Holdings Playa B.V. 06/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 22, 2017, the Issuer commenced an exchange offer to holders of the Issuer's outstanding public and private warrants to purchase one-third of one ordinary share for a purchase price of one-third of $11.50 (the "Founder Warrants") to tender each such warrant to the Issuer in exchange for 0.1 ordinary shares. On June 20, 2017, the Issuer accepted HI Holdings Playa B.V.'s ("HI Holdings") tender of 1,738,806 Founder Warrants pursuant to the exchange offer in exchange for 173,880 ordinary shares. ( 2 )The ordinary shares are owned directly by 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.

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 of 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.

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 4(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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