UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
SciPlay Corporation
(Name
of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
809087109
(CUSIP Number)
ARNAUD AJDLER
C/O ENGINE CAPITAL MANAGEMENT, LP
1345 Avenue of the Americas, 33rd Floor
New York, New York 10105
(212) 321-0048
ANDREW FREEDMAN, ESQ.
SEBASTIAN ALSHEIMER, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 17, 2022
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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ENGINE CAPITAL LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,210,663 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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1,210,663 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,210,663 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.9% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE JET CAPITAL, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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225,940 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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225,940 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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225,940 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE AIRFLOW CAPITAL, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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378,106 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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378,106 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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378,106 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.5% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE CAPITAL MANAGEMENT, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,814,709 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,814,709 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,814,709 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.4% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE CAPITAL MANAGEMENT GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
|
7 |
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SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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1,814,709 |
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OWNED BY |
|
8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
|
9 |
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SOLE DISPOSITIVE POWER |
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1,814,709 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,814,709 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.4% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE INVESTMENTS, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
|
SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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1,436,603 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,436,603 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,436,603 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.8% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE INVESTMENTS II, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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|
OO |
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|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
378,106 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
378,106 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
378,106 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
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|
OO |
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1 |
|
NAME OF REPORTING PERSON |
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|
ARNAUD AJDLER |
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
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|
|
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3 |
|
SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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BELGIUM |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,814,709 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,814,709 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,814,709 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.4% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
as follows:
The Shares purchased by each
of Engine Capital, Engine Jet and Engine Airflow were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,210,663 Shares beneficially owned by
Engine Capital is approximately $16,210,778, including brokerage commissions. The aggregate purchase price of the 225,940 Shares beneficially
owned by Engine Jet is approximately $3,020,818, including brokerage commissions. The aggregate purchase price of the 378,106 Shares beneficially
owned by Engine Airflow is approximately $4,999,995, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On June 17, 2022, Engine
Capital delivered a letter to the independent members of the Board (the “Letter”). The full text of the Letter is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. The Reporting Persons have discussed
and/or anticipate discussing with management and the Board of the Issuer relating to the Issuer’s underperformance, overall business
strategy, board composition (which include reconstitution of the Board), corporate governance, management accountability, capital allocation,
and the evaluation of strategic alternatives. Depending on various factors including, without limitation, the Issuer’s financial
position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with
shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning
changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing
additional securities of the Issuer, selling some or all of such securities, entering into financial instruments or other agreements that
increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engaging
in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, including swaps and other derivative
instruments, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are
hereby amended and restated as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 24,661,361 Shares outstanding as of May 5, 2022, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 10, 2022.
| (a) | As of the date hereof, Engine Capital directly owned 1,210,663 Shares. |
Percentage: Approximately
4.9%
| (b) | 1. Sole power to vote or direct vote: 1,210,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,210,663
4. Shared power to dispose or direct the disposition: 0 |
| (a) | As of the date hereof, Engine Jet directly owned 225,940 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 225,940
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 225,940
4. Shared power to dispose or direct the disposition: 0 |
| (a) | As of the date hereof, Engine Jet directly owned 378,106 Shares. |
Percentage: Approximately
1.5%
| (b) | 1. Sole power to vote or direct vote: 378,106
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 378,106
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Airflow,
may be deemed to beneficially own the 1,814,709 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Airflow. |
Percentage: Approximately
7.4%
| (b) | 1. Sole power to vote or direct vote: 1,814,709
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,814,709
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 1,814,709
Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Airflow. |
Percentage: Approximately
7.4%
| (b) | 1. Sole power to vote or direct vote: 1,814,709
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,814,709
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to
beneficially own the 1,436,603 Shares owned in the aggregate by Engine Capital and Engine Jet. |
Percentage: Approximately
5.8%
| (b) | 1. Sole power to vote or direct vote: 1,436,603
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,436,603
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Engine Investments II, as the general partner of Engine Airflow, may be deemed to beneficially own the
378,106 Shares owned in the aggregate by Engine Airflow. |
Percentage: Approximately
1.5%
| (b) | 1. Sole power to vote or direct vote: 378,106
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 378,106
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP,
Engine Investments and Engine Investments II, may be deemed to beneficially own the 1,814,709 Shares owned in the aggregate by Engine
Capital, Engine Jet and Engine Airflow. |
Percentage: Approximately
7.4%
| (b) | 1. Sole power to vote or direct vote: 1,814,709
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,814,709
4. Shared power to dispose or direct the disposition: 0 |
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| (c) | The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D by certain of the
Reporting Persons are set forth on Schedule A attached hereto and are incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibits:
| 99.1 | The Letter, dated June 17, 2022. |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 22, 2022
|
Engine Capital, L.P. |
|
|
|
By: |
Engine Investments, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Jet Capital, L.P. |
|
|
|
By: |
Engine Investments, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Airflow Capital, L.P. |
|
|
|
By: |
Engine Investments II, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Capital Management, LP |
|
|
|
By: |
Engine Capital Management GP, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Capital Management GP, LLC |
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Investments, LLC |
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Investments II, LLC |
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
|
|
|
|
|
|
|
|
/s/ Arnaud Ajdler |
|
Arnaud Ajdler |
SCHEDULE A
Transactions in the Shares of the Issuer Since
the Filing of Amendment No. 1 to the Schedule 13D
Nature of Transaction |
Amount of Securities
Purchased/(Sold) |
Price per Share ($) |
Date of Purchase/Sale |
ENGINE CAPITAL LP
Sale of Class A Common Stock |
(2,415) |
14.2729 |
06/10/22 |
ENGINE JET CAPITAL, L.P.
Sale of Class A Common Stock |
(530) |
14.2729 |
06/10/22 |
This regulatory filing also includes additional resources:
ex991to13da209488040_062222.pdf
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