Annual Statement of Changes in Beneficial Ownership (5)
February 14 2022 - 5:40PM
Edgar (US Regulatory)
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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
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1. Name and Address of Reporting Person
*
PASCAL ANDREW S | 2. Issuer Name and Ticker or Trading SymbolPLAYSTUDIOS, 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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2021 |
(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
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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) | 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) |
Amount | (A) or (D) | Price |
Class A Common Stock | | | | | | | 112600 | I | by Pascal Family Trust |
Class B Common Stock (1) | | | | | | | 2913005 | I | by Pascal Family Trust |
Class B Common Stock (1) | 12/31/2021 | | G (2)(3) | 1898734 | D | $0 | 11318561 | I | by DreamStreet Holdings, LLC |
Class B Common Stock (1) | 12/31/2021 | | G (2)(3) | 1898734 | D | $0 | 9419827 | I | by DreamStreet Holdings, LLC |
Class B Common Stock (1) | 12/31/2021 | | G (2)(3) | 1898734 | A | $0 | 1898734 | I (3) | by PGP 2021 Irrevocable Trust |
Class B Common Stock (1) | 12/31/2021 | | G (2)(3) | 1898734 | A | $0 | 1898734 | I (3) | by SJP 2021 Irrevocable Trust |
Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Options | $1.01 | | | | | | 4/17/2021 | 4/17/2027 | Class B Common Stock (1) | 1864324.0 | | 16130300 | D | |
Stock Options | $0.14 | | | | | | 10/4/2012 | 10/4/2022 | Class B Common Stock (1) | 327469.0 | | 16130300 | D | |
Earnout Shares | $0.0 | | | | | | (4) | 6/21/2026 | Class B Common Stock (1) | 416422.0 | | 416422 | I | by Pascal Family Trust |
Earnout Shares | $0.0 | | | | | | (4) | 6/21/2026 | Class B Common Stock (1) | 313322.0 | | 313322 | D | |
Earnout Shares | $0.0 | | | | | | (4) | 6/21/2026 | Class B Common Stock (1) | 2296368.0 | | 2296368 | I | by DreamStreet Holdings, LLC |
Explanation of Responses: |
(1) | 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. |
(2) | These transactions involved a two separate gifts from DreamStreet Holdings, LLC, which reporting person is the beneficial owner of, of 1,898,734 shares of Class B common stock each, first both transferred to the Pascal Family Trust, which reporting person is also the beneficial owner of, and thereafter the Pascal Family Trust then transferring one of such gifts of 1,898,734 shares of Class B common stock to the PGP 2021 Irrevocable Trust and the other of such gifts of 1,898,734 shares of Class B common stock to SJP 2021 Irrevocable Trust (collectively, the "Irrevocable Trusts"). The reporting person disclaims beneficial ownership of the shares held the Irrevocable Trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of the Irrevocable Trusts' shares for purposes of Section 16 or for any other purpose. |
(3) | Contemporaneously with the gift of securities by the reporting persons to the Irrevocable Trusts, the Irrevocable Trusts entered into irrevocable proxies to grant the reporting person power of attorney and proxy as it relates to the rights of the Class B common stock. As such, the reporting person has the equivalent voting power of 3,797,468 shares of Class B common stock held by the irrevocable trusts. |
(4) | 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
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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 |
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Signatures
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/s/ Joel Agena, Attorney-in-Fact | | 2/14/2022 |
**Signature of Reporting Person | Date |
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