Sec Form 4 Filing - TPG Pace Sponsor, LLC @ Playa Hotels & Resorts N.V. - 2020-11-10

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 TPG Pace Sponsor, LLC 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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Fmr 10% Owner and Director (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2020 (Street) FORT WORTH, TX76102 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 11/10/2020 J( 1 ) 6,994,564 D $ 0 ( 1 ) 2,312,102 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Pace Sponsor, LLC C/O TPG GLOBAL, LLC 301 COMMERCE STREET FORT WORTH, TX76102 Fmr 10% Owner and Director TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Fmr 10% Owner and Director BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Fmr 10% Owner and Director COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Fmr 10% Owner and Director Signatures /s/ Michael LaGatta, Vice President, TPG Pace Sponsor, LLC (8) 11/13/2020 Signature of Reporting Person Date /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8) 11/13/2020 Signature of Reporting Person Date /s/ Gerald Neugebauer, on behalf of David Bonderman (8) (9) 11/13/2020 Signature of Reporting Person Date /s/ Gerald Neugebauer, on behalf of James G. Coulter (8) (9) 11/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective November 10, 2020, TPG Pace Sponsor, LLC ("TPG Pace Sponsor") distributed, in accordance with its limited liability company agreement, ordinary shares, par value euro 0.10 per share ("Ordinary Shares"), of Playa Hotels & Resorts N.V. (the "Issuer") pro rata to its members, one of which in turn distributed, in accordance with its limited liability company agreement, the Ordinary Shares pro rata to its members, some of which made further pro rata distributions of the Ordinary Shares (the "Distribution"). ( 2 )David Bonderman and James G. Coulter are the sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), (ii) TPG GP Advisors, Inc., which is the general partner of TPG Regional Program, L.P., which directly held 589,128 Ordinary Shares immediately following the Distribution, and (iii) TPG Group Advisors (Cayman), Inc., which is the general partner of TPG Partner Holdings, L.P., which directly held 170,000 Ordinary Shares immediately following the Distribution. ( 3 )Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is one of two managing members of TPG Pace Sponsor, which effectuated the Distribution. Karl Peterson is the other managing member of TPG Pace Sponsor and is making a separate Form 4 filing with respect to the Distribution. ( 4 )Excluding the Ordinary Shares held by TPG Regional Program, L.P. and TPG Partner Holdings, L.P., Mr. Bonderman holds directly or indirectly 777,321 Ordinary Shares, and Mr. Coulter holds directly or indirectly 775,653 Ordinary Shares. ( 5 )Under the Shareholder Agreement, dated as of March 10, 2017, by and among the Issuer and the other parties thereto, TPG Pace Sponsor is no longer entitled, as a result of the Distribution, to designate an individual for inclusion on the slate of nominees proposed by the Issuer's Board of Directors for election as a director. Accordingly, as a result of the Distribution, the Reporting Persons are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 6 )Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 7 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks: 8. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 9. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.

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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