Sec Form 4 Filing - WARDINSKI BRUCE D @ Playa Hotels & Resorts N.V. - 2019-09-19

Insider filing report for Changes in Beneficial Ownership
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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
WARDINSKI BRUCE D
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O PLAYA HOTELS & RESORTS N.V., 3950 UNIVERSITY DRIVE, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2019
(Street)
FAIRFAX, VA22030
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/19/2019 A 95,013 ( 1 ) ( 2 ) A $ 0 3,013,297 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WARDINSKI BRUCE D
C/O PLAYA HOTELS & RESORTS N.V.
3950 UNIVERSITY DRIVE, SUITE 301
FAIRFAX, VA22030
X Chairman and CEO
Signatures
/s/ Bruce Wardinski 09/23/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted Ordinary Shares granted to the reporting person pursuant to the issuer's 2017 Omnibus Incentive Plan. Half of the shares vest in three equal annual installments on each of January 2, 2020, 2021 and 2022, subject to the reporting person's continued employment. The other half of the shares will vest based on performance-based vesting conditions linked to compounded annual growth rate of total shareholder return and compounded annual growth rate of adjusted EBITDA, in each case for the period of January 2, 2019 through December 31, 2021 (the "Performance Period"). [Cont'd]
( 2 )[Continuation] Depending on the issuer's achievement of the performance goals, the number of Ordinary Shares that may become vested will range from zero to one hundred fifty percent (150%) of the shares granted, subject to the reporting person's continued employment through the date on which the Compensation Committee certifies the level of achievement of the performance goals following the end of the Performance Period.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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