Initial Statement of Beneficial Ownership (3)
July 01 2021 - 3:47PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
*
Activision Publishing, Inc. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/21/2021
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3. Issuer Name and Ticker or Trading Symbol
PLAYSTUDIOS, Inc. [MYPS]
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(Last)
(First)
(Middle)
3100 OCEAN PARK BOULEVARD |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
SANTA MONICA, CA 90405
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 12677398 | D (1) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Earnout Shares | (2) | (2) | Class A Common Stock | 2132082 | (2) | D (1) | |
Explanation of Responses: |
(1) | Activision Publishing, Inc. is a wholly owned subsidiary of Activision Entertainment Holdings, Inc., and Activision Entertainment Holdings, Inc. is a wholly owned subsidiary of Activision Blizzard, Inc. By virtue of these relationships, Activision Entertainment Holdings, Inc. and Activision Blizzard, Inc. may be deemed to beneficially own the securities held by Activision Publishing, Inc. |
(2) | Activision Publishing, Inc. has the right to receive 2,132,082 shares of the Issuer's Class A Common Stock payable in two equal tranches ("Earnout Shares"), if (i) the closing price of the Issuer's 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 from June 21, 2021 (the "Closing Date") or (ii) there is a sale of the Issuer at or above the relevant vesting metric. Earnout Shares expire if the relevant vesting metric is not met by the five-year anniversary of the Closing Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Activision Publishing, Inc. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
| X |
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Activision Entertainment Holdings, Inc. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
| X |
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Activision Blizzard, Inc. 3100 OCEAN PARK BOULEVARD SANTA MONICA, CA 90405 |
| X |
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Signatures
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By: /s/ Grant Dixton, Chief Legal Officer of Activision Publishing, Inc. | | 7/1/2021 |
**Signature of Reporting Person | Date |
By: /s/ Grant Dixton, Chief Legal Officer of Activision Entertainment Holdings, Inc. | | 7/1/2021 |
**Signature of Reporting Person | Date |
By: /s/ Grant Dixton, Chief Legal Officer of Activision Blizzard, Inc. | | 7/1/2021 |
**Signature of Reporting Person | Date |
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