Statement of Changes in Beneficial Ownership (4)
06 May 2022 - 08:25AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * PASCAL
ANDREW S |
2. Issuer Name and Ticker or Trading
Symbol PLAYSTUDIOS, Inc. [ MYPS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chairman and CEO |
(Last)
(First)
(Middle)
10150 COVINGTON CROSS DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/3/2022
|
(Street)
LAS VEGAS, NV 89144
(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 Common Stock |
5/3/2022 |
|
P |
|
10100 (1) |
A |
$5.9978 |
315700 |
I |
by Pascal Family Trust |
Class B Common Stock |
|
|
|
|
|
|
|
2913005 |
I |
by Pascal Family Trust |
Class B Common Stock |
|
|
|
|
|
|
|
9419827 |
I |
by DreamStreet Holdings,
LLC |
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 |
Stock Options |
$0.14 |
|
|
|
|
|
|
10/4/2012 |
10/4/2022 |
Class B Common Stock (2) |
327469.0 |
|
12332832 |
D |
|
Stock Options |
$1.01 |
|
|
|
|
|
|
4/17/2021 |
4/17/2027 |
Class B Common Stock (2) |
1864324.0 |
|
12332832 |
D |
|
Earnout Shares |
$0.0 |
|
|
|
|
|
|
(3) |
6/21/2026 |
Class B Common Stock (2) |
416422.0 |
|
416422 |
I |
by Pascal Family Trust |
Earnout Shares |
$0.0 |
|
|
|
|
|
|
(3) |
6/21/2026 |
Class B Common Stock (2) |
2296368.0 |
|
2296368 |
I |
by DreamStreet Holdings,
LLC |
Earnout Shares |
$0.0 |
|
|
|
|
|
|
(3) |
6/21/2026 |
Class B Common Stock (2) |
313322.0 |
|
313322 |
D |
|
Explanation of
Responses: |
(1) |
Trade made pursuant to a
Rule 10b5-1 plan. |
(2) |
Each share of Class B Common
Stock is convertible at any time at the option of the holder into
one share of Class A common stock, par value $0.0001 per share (the
Class A Common Stock), of the Issuer. Upon transfer, each share of
Class B Common Stock will convert into a share of Class A Common
Stock, subject to certain limited exceptions. The rights of the
holders of Class A Common Stock and Class B Common Stock are
identical, except with respect to conversion rights (noted above)
and voting rights. Each share of Class B Common Stock is entitled
to twenty votes per share, whereas each share of Class A Common
Stock is entitled to one vote per share. |
(3) |
Payable in two equal
tranches if the closing price of the Class A Common Stock exceeds
$12.50 and $15.00 per share, respectively, for any 20 trading days
within any 30-trading day period commencing on or after the 150th
day following the closing (the "Closing") of the business
combination pursuant to the Agreement and Plan of Merger, dated as
of February 1, 2021, by and among Acies Acquisition Corp., Catalyst
Merger Sub I, Inc., Catalyst Merger Sub II, LLC, and Old
PLAYSTUDIOS, and ending no later than the five-year anniversary of
the Closing (the earnout consideration will also vest based on the
price targets in connection with a sale of the Issuer) |
Remarks:
See Exhibit 24.1 - Power of Attorney |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
PASCAL ANDREW S
10150 COVINGTON CROSS DRIVE
LAS VEGAS, NV 89144 |
X |
X |
Chairman and CEO |
|
Signatures
|
/s/ Joel Agena, Attorney-in-Fact |
|
5/5/2022 |
**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. |
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