Sec Form 13D Filing - Landgame S.A.R.L. filing for Inspired Entertainment Inc. (INSE) - 2020-12-23

1	NAME OF REPORTING PERSON   VITRUVIAN I LUXEMBOURG S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                                          0;                                                                                                                                                                 ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER -0-
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 6,744,447
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,744,447
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                                        ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.29% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP NO. 45782N108

(1)	The percentage set forth in row (13) is based on 23,029,492 outstanding shares of Common Stock on November 10, 2020, as disclosed in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2020.

 

Item 2. Identity and Background.

Item 2 is hereby amended and supplemented as follows:

(b) Mr. Davis’s address is 15 East Levering Mill Road, Bala Cynwyd, PA 19004.

(c) Mr. Davis is an attorney and consultant.

Item&# xA0;3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by adding thereto the following:

On December 23, 2020, Landgame entered into the Trust Agreement with the Trustee, which, among other things, provided for the creation of the Landgame Trust and the transfer, for no consideration, of all shares of Common Stock of the Company then held by Landgame to the Landgame Trust.  The Landgame Trust and the Trustee did not use any funds to acquire the shares of Common Stock.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented by adding thereto the following:

On December 23, 2020, Landgame entered into the Trust Agreement with the Trustee which, among other things, provided for the creation of the Landgame Trust and the transfer, for no consideration, of all shares of Common Stock of the Company held by Landgame to the Landgame Trust.  The Landgame Trust was created to allow for the consideration of a gaming application of a subsidiary of the Company and the orderly and timely divestiture of the shares of Common Stock held by Landgame.  In connection with the Trust Agreement, Landgame and the Company entered into that certain Termination Agreement pursuant to which Landgame renounced any and all rights and interests it may directly or indirectly have under or pursuant to that certain Stockholders Agreement, dated as of December 23, 2016 (the “Stockholders Agreement”), by and among the Company, Hydra Industries Sponsor LLC, MIHI LLC, Landgame and the other Vendors party thereto (including its right to designate individuals to the board of directors of the Company), and its obligations thereunder were terminated.  In connection with the foregoing, the Landgame designee to the board of directors of the Company, M. Alexander Hoye, resigned from the board of directors.

In addition, pursuant to the Trust Agreement, the Trustee entered into a Voting Agreement with the Company pursuant to which the Trustee has agreed to vote the shares of Common Stock transferred to the Landgame Trust, or to authorize a proxy or proxies to vote such shares, in proportion to the votes of all  other stockholders of the Company represented in person or by proxy at each annual or special meeting of the stockholders of the Company, with respect to such matter (i.e., mirror voting).  In determining the vote of such other stockholders, abstentions or “broker non-votes” with respect to any matter shall not be deemed to have been voted with respect to such matter.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

(a) As of the date of this Amendment No. 6, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D.  The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Common Stock outstanding.  The percentages used in this Schedule 13D are calculated based upon the 23,029,492 outstanding shares of Common Stock on November 10, 2020, as disclosed in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2020.

(b) None of the Reporting Persons has sole power to dispose or direct the disposition of the shares of Common Stock reported herein.  Mr. Davis, as trustee of the Landgame Trust, has the sole power to vote the shares of Common Stock reported herein.

(c) The information contained in Item 4 of this Amendment is incorporated herein by reference.

(d) The information contained in Item 6 of this Amendment is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented by adding thereto the following:

Trust Agreement

Landgame is party to that certain Trust Agreement, dated December 23, 2020, with the Trustee, which formed the Landgame Trust, a grantor trust under the laws of the Commonwealth of Pennsylvania.  Pursuant to the Trust Agreement, the Trustee has the duty to, among other things, dispose of the shares of Common Stock transferred to the Landgame Trust, in accordance with all applicable securities laws, rules and regulations, within twelve months of the effective date (the later of (i) the date on which the shares of Common Stock have been transferred to the Landgame Trust and (ii) the date on which the Trustee and the Landgame Trust are licensed by the Pennsylvania Gaming Control Board) in accordance with the provisions of the Trust Agreement, provided that Landgame has the right during the first six months after the effective date to direct the Trustee to dispose of all or any portion of such shares of Common Stock to any person(s) who satisfies all applicable requirements of the Pennsylvania gaming laws, to the extent required thereby.  After all of the shares of Common Stock are disposed, Landgame will be entitled to receive any and all proceeds received on account thereof (net of all expenses incurred) up to its cost basis in such shares and any profit will be disbursed to the Company. Vitruvian Partners joined the Trust Agreement solely to the extent provided therein.

Termination Agreement

Landgame is party to that certain Termination Agreement, dated as of December 23, 2020, with the Company pursuant to which Landgame renounced any and all rights and interests it may directly or indirectly have under or pursuant to the Stockholders Agreement (including its right to designate individuals to the board of directors of the Company) and its obligations thereunder were terminated.

The Termination Agreement is filed with this Schedule 13D as Exhibit 2 hereto and is incorporated herein by reference in its entirety. The foregoing description is qualified by reference to the text of the Termination Agreement.

Voting Agreement

The Trustee is party to that certain Voting Agreement, dated December 23, 2020, with the Company, pursuant to which the Trustee has agreed to vote the shares of Common Stock transferred to the Landgame Trust, or to authorize a proxy or proxies to vote such shares, in proportion to the votes of the other stockholders of the Company represented in person or by proxy at each annual or special meeting of the stockholders of the Company.

The Voting Agreement is filed with this Schedule 13D as Exhibit 3 hereto and is incorporated herein by reference in its entirety. The foregoing description is qualified by reference to the text of the Voting Agreement.

Item 7. Material to be filed as Exhibits.

Item 7 is hereby amended and supplemented by adding thereto the following:

1	Trust Agreement, dated December 23, 2020, by and between Landgame S.à r.l. and Evan Davis (as trustee), and joined by Vitruvian Partners LLP solely to the extent provided therein

2	Termination Agreement, dated as of December 23, 2020, by and between Landgame S.à r.l. and Inspired Entertainment, Inc. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020)

3	Voting Agreement, dated December 23, 2020, by and between Inspired Entertainment, Inc. and Evan Davis (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020)

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.