Sec Form 4 Filing - Cabana Investors B.V. @ Playa Hotels & Resorts N.V. - 2017-06-19

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 Cabana Investors B.V. 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) X __ Other (specify below) Member of Group Owning 10% (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C., ONE MARITIME PLAZA, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2017 (Street) SAN FRANCISCO, CA94111 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, par value Euro 0.10 per share 06/19/2017 A 411,952 A 28,770,274 D ( 1 ) ( 2 ) ( 3 ) Ordinary Shares, par value Euro 0.10 per share 06/19/2017 A 26,298 A 1,836,656 D ( 1 ) ( 2 ) ( 4 ) Ordinary Shares, par value Euro 0.10 per share 30,606,930 I See Footnotes ( 1 ) ( 2 ) ( 5 ) ( 6 ) Ordinary Shares, par value Euro 0.10 per share 30,606,930 I See Footnotes ( 1 ) ( 2 ) ( 5 ) ( 7 )

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 Company Founder Warrants (right to buy) ( 9 ) 06/19/2017 D 4,119,523 ( 9 ) ( 9 ) Ordinary Shares 1,373,174 ( 8 ) 0 D ( 1 ) ( 2 ) ( 3 ) Company Founder Warrants (right to buy) ( 9 ) 06/19/2017 D 262,985 ( 9 ) ( 9 ) Ordinary Shares 87,661 ( 8 ) 0 D ( 1 ) ( 2 ) ( 4 ) Company Founder Warrants (right to buy) ( 9 ) ( 9 ) ( 9 ) Ordinary Shares 1,460,835 0 I See Footnotes ( 1 ) ( 2 ) ( 5 ) ( 6 ) Company Founder Warrants (right to buy) ( 9 ) ( 9 ) ( 9 ) Ordinary Shares 1,460,835 0 I See Footnotes ( 1 ) ( 2 ) ( 5 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cabana Investors B.V. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 X X Member of Group Owning 10% Playa Four Pack, L.L.C. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 X X Member of Group Owning 10% Seybold William C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 X Member of Group Owning 10% Spokes Andrew J M C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 X Member of Group Owning 10% Warren John R. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 X Member of Group Owning 10% WEHRLY MARK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA94111 X Member of Group Owning 10% Signatures /s/ Thomas G. Roberts Jr., as attorney-in-fact and/or authorized signer for Cabana Investors, B.V. 06/21/2017 Signature of Reporting Person Date /s/ Thomas G. Roberts Jr., as attorney-in-fact and/or authorized signer for Playa Four Pack, L.L.C. 06/21/2017 Signature of Reporting Person Date /s/ Thomas G. Roberts Jr., as attorney-in-fact and/or authorized signer for William Seybold 06/21/2017 Signature of Reporting Person Date /s/ Thomas G. Roberts Jr., as attorney-in-fact and/or authorized signer for Andrew J.M. Spokes 06/21/2017 Signature of Reporting Person Date /s/ Thomas G. Roberts Jr., as attorney-in-fact and/or authorized signer for John R. Warren 06/21/2017 Signature of Reporting Person Date /s/ Thomas G. Roberts Jr., as attorney-in-fact and/or authorized signer for Mark C. Wehrly 06/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The entities and individuals identified in the footnotes to this Form 4 may be deemed members of a group holding equity securities of Playa Hotels & Resorts N.V. (the "Issuer"). The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group. ( 2 )Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 4 are filing an additional Form 4 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Form 4"). Information regarding these entities and individuals is included in this Form 4 for purposes of clarification and convenience only, and is duplicative of the information contained in the Parallel Form 4. ( 3 )The amount of securities shown in this row is owned directly by Cabana Investors B.V. ("Cabana"). The sole owner of Cabana is Cooperatieve Cabana U.A. ("CCUA"). The members of CCUA are Farallon Capital Partners, L.P. ("FCP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. ("FCIP III") and Farallon Capital Offshore Investors II, L.P. (collectively, as such members of CCUA as the sole owner of Cabana, the "Farallon Cabana Funds"). ( 4 )The amount of securities shown in this row is owned directly by Playa Four Pack, L.L.C. ("Four Pack" and, together with Cabana, the "Farallon SPVs"). The members of Four Pack are FCP, FCIP and FCIP III (collectively, as such members of Four Pack, the "Farallon Four Pack Funds"). ( 5 )The amount of securities shown in this row is owned directly by the Farallon SPVs. ( 6 )As the general partner of each of the Farallon Four Pack Funds and the Farallon Cabana Funds, Farallon Partners, L.P. (the "Farallon General Partner"), may be deemed to be a beneficial owner of the Issuer's securities indirectly held by each of the Farallon Four Pack Funds and each of the Farallon Cabana Funds. The Farallon General Partner hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon SPVs. ( 7 )Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J. M. Spokes (the "Senior Managing Member"), as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Each of the Managing Members and the Senior Managing Member hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any. ( 8 )On June 20, 2017, the Issuer announced the completion of an issuer exchange offer (the "Exchange Offer"), the offering period for which expired at 11:59 p.m. EDT on June 19, 2017. In connection with the completion of the Exchange Offer, the Issuer: (i) has accepted 4,119,523 outstanding Company Founder Warrants tendered by Cabana to the Issuer in the Exchange Offer and has become obligated to issue to Cabana in exchange therefor 411,952 Ordinary Shares; and (ii) has accepted 262,985 outstanding Company Founder Warrants tendered by Four Pack to the Issuer in the Exchange Offer and has become obligated to issue to Four Pack in exchange therefor 26,298 Ordinary Shares. ( 9 )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 Warrant Agreements"), by and between the Issuer and each of the respective Farallon SPVs; and (ii) the Warrant Agreement, dated as of March 10, 2017, by and among the Issuer, Computershare, Inc. and Computershare Trust Company, N.A., as warrant agent (the "Warrant Agent Agreement"). Under the Company Founder Warrant Agreements and the Warrant Agent Agreement, each Company Founder Warrant entitles the relevant Farallon SPV 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 became exercisable on April 10, 2017 and expire on March 11, 2022.

Remarks: The Farallon SPVs have 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. As a result of the provisions in the Shareholder Agreement related to voting for certain director designees, the Holders and the Farallon SPVs may be deemed members of a "group" within the meaning of Rule 13d-5(b) under the '34 Act. Each of the reporting persons on this Form 3 and the Parallel Form 3 disclaims beneficial ownership of any securities of the Issuer beneficially owned by the Holders. Pursuant to the Shareholders Agreement, the Farallon SPVs have appointed Messrs. Daniel J. Hirsch and Stephen L. Millham to the Issuer's board of directors; each of the Farallon SPVs may be deemed a "director by deputization" of the Issuer.

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).

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