4//SEC Filing
COLDEN TRACY M J 4
Accession 0000950170-25-085669
CIK 0001692412other
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 6:32 PM ET
Size
11.6 KB
Accession
0000950170-25-085669
Insider Transaction Report
Form 4
COLDEN TRACY M J
EVP & General Counsel
Transactions
- Disposition to Issuer
Ordinary Shares
2025-06-11−102,021→ 0 total - Disposition to Issuer
Ordinary Shares
2025-06-11−270,326→ 0 total - Disposition from Tender
Ordinary Shares
2025-06-11$13.50/sh−280,016$3,780,216→ 102,021 total - Award
Ordinary Shares
2025-06-11+270,326→ 270,326 total
Footnotes (3)
- [F1]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June 11, 2025 (the "Acceptance Time"), the Buyer accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including the Shares tendered by the reporting person, in exchange for a cash payment equal to $13.50 per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").
- [F2]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.
- [F3]Represents restricted ordinary shares that are subject to performance-based vesting conditions granted to the reporting person. Pursuant to the Purchase Agreement, at the Closing, each performance-based restricted ordinary share held by non-continuing employees of the Issuer (including the reporting person) became vested based on (i) for performance-based restricted stock granted in 2023, maximum performance level based on actual performance; (ii) for performance-based restricted stock granted in 2024, at the maximum performance level based on the terms of the Purchase Agreement, and (iii) for performance-based restricted stock granted in 2025, target performance level. Each vested restricted ordinary share was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Offer Consideration multiplied by (ii) the total number of restricted ordinary shares.
Documents
Issuer
Playa Hotels & Resorts N.V.
CIK 0001692412
Entity typeother
Related Parties
1- filerCIK 0001272023
Filing Metadata
- Form type
- 4
- Filed
- Jun 11, 8:00 PM ET
- Accepted
- Jun 12, 6:32 PM ET
- Size
- 11.6 KB