Statement of Changes in Beneficial Ownership (4)
18 May 2022 - 08:59AM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
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1. Name and Address of Reporting Person
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Agena Joel |
2. Issuer Name and Ticker or Trading Symbol
PLAYSTUDIOS, Inc.
[
MYPS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel |
(Last)
(First)
(Middle)
10150 COVINGTON CROSS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2022 |
(Street)
LAS VEGAS, NV 89144
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/15/2022 | | M | | 100000 | A | $0 (1) | 100000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Restricted Stock Units | $0.0 (1) | 5/15/2022 | | M | | | 100000 (2) | (3) | (3) | Class A Common Stock | 100000.0 | (1) | 200000 | D | |
Stock Options | $0.9 | | | | | | | 9/1/2018 | 9/1/2025 | Class A Common Stock | 46609.0 | | 0 | D | |
Stock Options | $1.44 | | | | | | | (4) | 1/1/2029 | Class A Common Stock | 93217.0 | | 0 | D | |
Stock Options | $1.01 | | | | | | | 5/1/2020 | 5/1/2027 | Class A Common Stock | 93217.0 | | 0 | D | |
Earnout Shares | $0.0 | | | | | | | (5) | 6/21/2026 | Class A Common Stock | 28040.0 | | 28040 | D | |
Explanation of Responses: |
(1) | Restricted stock units convert into shares of Class A Common Stock on a one-for-one basis. |
(2) | The restricted stock units vested on May 15, 2022, pursuant to the applicable restricted stock unit agreement and the Company's 2021 Equity Incentive Plan (the "Plan"). |
(3) | On February 23, 2022, the reporting person was granted 300,000 restricted stock units, vesting in three equal increments (each annual installment being 33.33% of the grant) with the first annual increment vesting on May 15, 2022, subject in each case to continued employment with the Company through the applicable vesting date and the terms and provisions of the Plan. |
(4) | The stock options vest in equal monthly amounts over the 48 months of service beginning on January 1, 2019. |
(5) | 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) |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Agena Joel 10150 COVINGTON CROSS DRIVE LAS VEGAS, NV 89144 |
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| General Counsel |
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Signatures
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/s/ Joel Agena | | 5/17/2022 |
**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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