FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dirk Eller 		2. Issuer Name and Ticker or Trading Symbol

Pace Holdings Corp. [ PACE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O TPG GLOBAL, LLC,, 301 COMMERCE STREET, SUITE 3300 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2017
(Street)

FORT WORTH, TX 76102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Ordinary Shares   3/10/2017     A    10000   A $10   10000   D   (1) (2) (3)  
Class A Ordinary Shares   3/10/2017     D    10000   D   (1) 0   D   (1) (2) (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  In connection with the merger of Pace Holdings Corp. (the "Issuer") with and into New PACE Holdings Corp. and a series of related transactions (collectively, the "Business Combination"), the Issuer issued to Dirk Eller 10,000 Class A ordinary shares, par value $0.0001 (the "Class A Shares"), of the Issuer at a purchase price of $10.00 per Class A Share. Mr. Eller disposed of his Class A Shares in the Business Combination, ultimately receiving ordinary shares, par value (euro) 0.10 per share, of Playa Hotels & Resorts N.V.
( 2)  Mr. Eller is a TPG Partner. TPG is affiliated with TPG Pace Sponsor, LLC ("TPG Pace Sponsor"), which directly held securities of the Issuer.
( 3)  Mr. Eller disclaims beneficial ownership of all of the securities that are or may be beneficially owned by TPG Pace Sponsor or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Eller is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer.

Remarks:
(4) David Reintjes is signing on behalf of Mr. Eller pursuant to the authorization and designation letter dated September 4, 2015, which was previously filed with the Securities and Exchange Commission.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dirk Eller
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102

Chief Financial Officer

Signatures
/s/ David Reintjes on behalf of Dirk Eller (4) 3/14/2017
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Pace Holdings Corp. - Class A Ordinary Shares (MM) (NASDAQ:PACE)
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