SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

Peterson Karl Mr.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/11/2025		U		29,172	D	$ 13.50 ⁽¹⁾	9,259	D
Ordinary Shares	06/11/2025		U		2,469,033	D	$ 13.50 ⁽¹⁾	0	I	See Footnote ⁽²⁾
Ordinary Shares	06/11/2025		D		9,259	D	⁽³⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 9, 2025, Playa Hotels & Resorts N.V. (the "Issuer") entered into a purchase agreement with Hyatt Hotels Corporation ("Hyatt") and its subsidiary, HI Holdings Playa B.V. (the "Buyer"), which was subsequently amended on May 16, 2025 (as amended to date, the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, the Buyer commenced a tender offer for all the issued and outstanding ordinary shares, par value EUR 0.10 per share ("Shares"), of the Issuer (the "Offer"), and, on June 11, 2025 (the "Acceptance Time"), the Buyer accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including the Shares tendered by the reporting person, in exchange for a cash payment equal to $13.50 per Share, without interest and less applicable withholding taxes (the "Offer Consideration"), which Offer Consideration will be paid as soon as practicable following the Acceptance Time (the "Closing").

2. Represents ordinary shares that were held by Peterson Capital Partners, LP.

3. Represents restricted ordinary shares subject to time-based vesting conditions granted to the reporting person. Pursuant to the Purchase Agreement, at the Closing, each restricted ordinary share held by continuing employees of the Issuer (including the reporting person) was assumed by Hyatt or Buyer and exchanged for a corresponding award of restricted stock units covering a number of shares of Hyatt shares (rounded up to the nearest whole number of shares) equal to the product obtained by multiplying (i) the number of ordinary shares underlying each restricted ordinary share as of immediately prior to the Closing by (ii) the Exchange Ratio of 0.101879.

	/s/ Dayna Blank, as Attorney-in-Fact	06/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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