Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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. 12)*
|
Scientific Games Corporation
|
|
(Name of Issuer)
|
|
Common Stock, Par Value $0.001 Per Share
|
|
(Title of Class of Securities)
|
|
80874P109
|
|
(CUSIP Number)
|
|
Steven M. Cohen
Executive Vice President, Chief Administrative Officer and General Counsel
MacAndrews & Forbes Incorporated
35 East 62nd Street
New York, New York 10065
(212) 572−8600
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
September 20, 2019
|
|
(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 Rule 13d−1(e), 13d−1(f) or 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.
* 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).
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The ROP Revocable Trust dated 1/9/2018
|
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☑
|
||||
|
3
|
SEC USE ONLY
|
|
||
|
4
|
SOURCE OF FUNDS
|
|
||
|
OO
|
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
New York
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
36,643,768 Shares
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
||
|
None; See Item 5
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
||
|
36,643,768 Shares
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
||
|
None; See Item 5
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
36,643,768 Shares
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
39.3%; See Item 5
|
|
|||
|
14
|
TYPE OF REPORTING PERSON
|
|
||
|
OO
|
|
|||
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MacAndrews & Forbes Incorporated
|
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☑
|
||||
|
3
|
SEC USE ONLY
|
|
||
|
4
|
SOURCE OF FUNDS
|
|
||
|
WC
|
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Delaware
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
36,555,736 Shares
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
||
|
None; See Item 5
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
||
|
36,555,736 Shares
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
||
|
None; See Item 5
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
36,555,736 Shares
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
39.2%; See Item 5
|
|
|||
|
14
|
TYPE OF REPORTING PERSON
|
|
||
|
CO
|
|
|||
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SGMS Acquisition Corporation
|
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☑
|
||||
|
3
|
SEC USE ONLY
|
|
||
|
4
|
SOURCE OF FUNDS
|
|
||
|
WC
|
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Delaware
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
27,115,736 Shares
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
||
|
None; See Item 5
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
||
|
27,115,736 Shares
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
||
|
None; See Item 5
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
27,115,736 Shares
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
29.1%; See Item 5
|
|
|||
|
14
|
TYPE OF REPORTING PERSON
|
|
||
|
CO
|
|
|||
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RLX Holdings Two LLC
|
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☑
|
||||
|
3
|
SEC USE ONLY
|
|
||
|
4
|
SOURCE OF FUNDS
|
|
||
|
WC
|
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Delaware
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
3,125,000 Shares
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
||
|
None; See Item 5
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
||
|
3,125,000 Shares
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
||
|
None; See Item 5
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
3,125,000 Shares
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
3.4%; See Item 5
|
|
|||
|
14
|
TYPE OF REPORTING PERSON
|
|
||
|
OO
|
|
|||
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
SGMS Acquisition Two LLC
|
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☑
|
||||
|
3
|
SEC USE ONLY
|
|
||
|
4
|
SOURCE OF FUNDS
|
|
||
|
WC
|
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Delaware
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
4,995,000 Shares
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
||
|
None; See Item 5
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
||
|
4,995,000 Shares
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
||
|
None; See Item 5
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
4,995,000 Shares
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
5.4%; See Item 5
|
|
|||
|
14
|
TYPE OF REPORTING PERSON
|
|
||
|
OO
|
|
|||
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SGMS Acquisition Three LLC
|
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☑
|
||||
|
3
|
SEC USE ONLY
|
|
||
|
4
|
SOURCE OF FUNDS
|
|
||
|
WC
|
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Delaware
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
770,000 Shares
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
||
|
None; See Item 5
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
||
|
770,000 Shares
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
||
|
None; See Item 5
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
770,000 Shares
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
0.8%; See Item 5
|
|
|||
|
14
|
TYPE OF REPORTING PERSON
|
|
||
|
OO
|
|
|||
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MacAndrews & Forbes LLC
|
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☑
|
||||
|
3
|
SEC USE ONLY
|
|
||
|
4
|
SOURCE OF FUNDS
|
|
||
|
WC
|
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Delaware
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
550,000 Shares (1)
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
||
|
None; See Item 5
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
||
|
550,000 Shares (1)
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
||
|
None; See Item 5
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
550,000 Shares (1)
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
0.6%; See Item 5
|
|
|||
|
14
|
TYPE OF REPORTING PERSON
|
|
||
|
OO
|
|
|||
| (1) |
Represents 550,000 Shares owned by MacAndrews & Forbes Group, LLC, a wholly owned subsidiary of MacAndrews & Forbes LLC, of which MacAndrews & Forbes LLC is the sole member.
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MacAndrews & Forbes Group, LLC
|
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||
|
(b) ☑
|
||||
|
3
|
SEC USE ONLY
|
|
||
|
4
|
SOURCE OF FUNDS
|
|
||
|
WC
|
|
|||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Delaware
|
|
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
550,000 Shares
|
|
|||
|
8
|
SHARED VOTING POWER
|
|
||
|
None; See Item 5
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|
||
|
550,000 Shares
|
|
|||
|
10
|
SHARED DISPOSITIVE POWER
|
|
||
|
None; See Item 5
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
550,000 Shares
|
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
0.6%; See Item 5
|
|
|||
|
14
|
TYPE OF REPORTING PERSON
|
|
||
|
OO
|
|
|||
Item 1. Security and Issuer
This Amendment No. 12 to the statement on Schedule 13D, which amends and supplements the Schedule 13D originally filed by MacAndrews & Forbes Incorporated (“M&F”) and SGMS Acquisition
Corporation (“SGMS One”) on November 26, 2003, is filed by The ROP Revocable Trust dated 1/9/2018 (the “ROP Revocable Trust”), M&F, SGMS One, RLX Holdings Two LLC (“RLX”), SGMS Acquisition Two LLC (formerly SGMS Acquisition Two Corporation)
(“SGMS Two”), SGMS Acquisition Three LLC (“SGMS Three”), MacAndrews & Forbes LLC (“M&F LLC”) and MacAndrews & Forbes Group, LLC (“M&F Group”) (each of the foregoing, a “Reporting Person” and, collectively, the “Reporting Persons”)
and relates to the common stock, par value $0.001 per share (“Common Stock”), of Scientific Games Corporation, a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6601 Bermuda Road, Las Vegas, Nevada
89119.
Item 2. Identity and Background
The information contained in Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The ROP Revocable Trust is a New York trust of which Mr. Ronald O. Perelman is the sole trustee and beneficiary. The ROP Revocable Trust holds all of the shares of M&F. The ROP Revocable Trust’s
business address is c/o MacAndrews & Forbes Incorporated, 35 East 62nd Street, New York, New York 10065, and the business telephone number is (212) 572-8600.
A restated Schedule I, which includes certain required information regarding the Reporting Persons, is attached hereto and is incorporated herein by reference.
Each of the persons named on Schedule I (the “Schedule I Persons”) is a United States citizen. During the last five years, none of the Reporting Persons or the Schedule I Persons has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Since the date of Amendment No. 11 to Schedule 13D, the Reporting Persons (as previously reported on Form 4s filed by Ronald O. Perelman) acquired shares of Common Stock as follows: (i) 300,000
shares of Common Stock in the open market at a weighted average price per share of $16.93 on December 27, 2018; (ii) 100,000 shares of Common Stock in the open market at a weighted average price per share of $17.65 on December 28, 2018; (iii)
110,000 shares of Common Stock in the open market at a weighted average price per share of $19.73 on June 17, 2019; (iv) 120,000 shares of Common Stock in the open market at a weighted average price per share of $20.29 on June 19, 2019; (v)
75,000 shares of Common Stock in the open market at a weighted average price per share of $20.21 on June 20, 2019; (vi) 100,000 shares of Common Stock in the open market at a weighted average price per share of $22.41 on September 18, 2019; and
(vii) 100,000 shares of Common Stock in the open market at a weighted average price per share of $22.98 on September 20, 2019. The aggregate purchase price for these shares of Common Stock was approximately $17.5 million, which amount was obtained from cash on hand.
Shares of Common Stock may from time to time be pledged pursuant to the terms of commercial loan agreements.
Item 4. Purpose of Transaction
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the information contained in Item 3 above, which is incorporated herein by reference, and the
following information:
The Reporting Persons acquired the shares of Common Stock described in Item 3 of the Schedule 13D for investment purposes. In addition, each of the Reporting Persons and Schedule I Persons
continues to reserve the right to acquire or dispose of securities of the Issuer or to formulate other purposes, plans or proposals regarding the Issuer or its securities to the extent deemed advisable in light of general investment policies,
market conditions and
other factors.
Item 5. Interest in Securities of the Issuer
The information contained in the first four paragraphs under “(a)-(b)” of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) As of the close of business on September 23, 2019, (i) SGMS One has sole voting power and sole dispositive power over 27,115,736 shares of Common Stock, representing approximately 29.1% of
the Common Stock, (ii) RLX has sole voting power and sole dispositive power over 3,125,000 shares of Common Stock, representing approximately 3.4% of the Common Stock, (iii) SGMS Two has sole voting power and sole dispositive power over
4,995,000 shares of Common Stock, representing approximately 5.4% of the Common Stock, (iv) SGMS Three has sole voting power and sole dispositive power over 770,000 shares of Common Stock, representing approximately 0.8% of the Common Stock,
and (v) M&F Group (of which M&F LLC is the sole member) has sole voting power and sole dispositive power over 550,000 shares of Common Stock, representing approximately 0.6% of the Common Stock.
Because SGMS One, RLX, SGMS Two, SGMS Three, M&F LLC and M&F Group are wholly owned subsidiaries of M&F, M&F may be deemed to have beneficial ownership of the shares of Common
Stock beneficially owned by such entities, representing approximately 39.2% of the Common Stock.
The ROP Revocable Trust, as the sole stockholder of M&F, may be deemed to beneficially own all shares of Common Stock beneficially owned by M&F, SGMS One, RLX, SGMS Two, SGMS Three,
M&F LLC and M&F Group, which, together with the 88,032 shares of Common Stock owned directly by the ROP Revocable Trust, represent approximately 39.3% of the Common Stock.
Ronald O. Perelman, the sole trustee and beneficiary of the ROP Revocable Trust and Director, Chairman and Chief Executive Officer of M&F, may be deemed to beneficially own all the shares of
Common Stock beneficially owned by the ROP Revocable Trust, M&F, SGMS One, RLX, SGMS Two, SGMS Three, M&F LLC and M&F Group described above.
Mr. Perelman also directly owns 9,074 shares of Common Stock, representing less than 0.1% of the Common Stock.
The information contained in the last two paragraphs under “(a)-(b)” of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Paul G. Savas, the Executive Vice President and Chief Financial Officer of M&F, beneficially owns 43,000 shares of Common Stock, representing less than 0.1% of the Common Stock.
The percentages set forth in the preceding paragraphs of this Item 5 have been calculated based upon 93,158,202 shares of Common Stock outstanding as of September 17, 2019.
(c) Except as described in Item 3 of the Schedule 13D, none of the persons named above nor any of the Schedule I Persons has effected any transaction with respect to the Common Stock during the
past sixty days.
Item 7. Material to be Filed as Exhibits
|
Exhibit 18
|
Joint Filing Agreement, dated as of September 23, 2019, by and among The ROP Revocable Trust dated 1/9/2018, MacAndrews & Forbes Incorporated, SGMS Acquisition Corporation, RLX Holdings Two LLC, SGMS Acquisition Two LLC, SGMS
Acquisition Three LLC, MacAndrews & Forbes LLC and MacAndrews & Forbes Group, LLC.
|
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this statement is true, complete and correct.
Dated as of: September 23, 2019
|
THE ROP REVOCABLE TRUST DATED 1/9/2018
|
|||
|
By:
|
/s/ Ronald O. Perelman
|
||
|
Name:
|
Ronald O. Perelman
|
||
|
Title:
|
Trustee
|
||
|
MACANDREWS & FORBES INCORPORATED
|
|||
|
By:
|
/s/ Shiri Ben-Yishai
|
||
|
Name:
|
Shiri Ben-Yishai
|
||
|
Title:
|
Senior Vice President and Secretary
|
||
|
SGMS ACQUISITION CORPORATION
|
|||
|
By:
|
/s/ Shiri Ben-Yishai
|
||
|
Name:
|
Shiri Ben-Yishai
|
||
|
Title:
|
Senior Vice President and Secretary
|
||
|
RLX HOLDINGS TWO LLC
|
|||
|
By:
|
/s/ Shiri Ben-Yishai
|
||
|
Name:
|
Shiri Ben-Yishai
|
||
|
Title:
|
Senior Vice President and Secretary
|
||
|
SGMS ACQUISITION TWO LLC
|
|||
|
By:
|
/s/ Shiri Ben-Yishai
|
||
|
Name:
|
Shiri Ben-Yishai
|
||
|
Title:
|
Senior Vice President and Secretary
|
||
|
SGMS ACQUISITION THREE LLC
|
|||
|
By:
|
/s/ Shiri Ben-Yishai
|
||
|
Name:
|
Shiri Ben-Yishai
|
||
|
Title:
|
Senior Vice President and Secretary
|
||
|
MACANDREWS & FORBES LLC
|
|||
|
By:
|
/s/ Shiri Ben-Yishai
|
||
|
Name:
|
Shiri Ben-Yishai
|
||
|
Title:
|
Senior Vice President and Secretary
|
||
|
MACANDREWS & FORBES GROUP, LLC
|
|||
|
By:
|
/s/ Shiri Ben-Yishai
|
||
|
Name:
|
Shiri Ben-Yishai
|
||
|
Title:
|
Senior Vice President and Secretary
|
||
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF MACANDREWS & FORBES INCORPORATED, SGMS ACQUISITION CORPORATION,
RLX HOLDINGS TWO LLC, SGMS ACQUISITION TWO LLC, SGMS ACQUISITION THREE LLC, MACANDREWS & FORBES LLC
AND MACANDREWS & FORBES GROUP, LLC.
The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such
employment is conducted, of each of the directors and executive officers of MacAndrews & Forbes Incorporated, SGMS Acquisition Corporation, RLX Holdings Two LLC, SGMS Acquisition Two LLC, SGMS Acquisition Three LLC, MacAndrews & Forbes LLC
and MacAndrews & Forbes Group, LLC are set forth below. The business address of each person listed below is 35 East 62nd Street, New York, New York 10065.
|
MacAndrews & Forbes Incorporated
|
||
|
Name and Position (if different from Principal Occupation or Employment)
|
Present Principal Occupation or Employment
|
|
|
Ronald O. Perelman
|
Director, Chairman and Chief Executive Officer of MacAndrews & Forbes
Incorporated
|
|
|
Debra G. Perelman
|
Director of MacAndrews & Forbes Incorporated; President and Chief Executive Officer of Revlon, Inc.
|
|
|
Paul G. Savas
|
Executive Vice President and Chief Financial Officer of MacAndrews & Forbes Incorporated
|
|
|
Steven M. Cohen
|
Executive Vice President, Chief Administrative Officer and General Counsel of MacAndrews & Forbes Incorporated
|
|
|
SGMS Acquisition Corporation
|
||
|
Name and Position (if different from Principal Occupation or Employment)
|
Present Principal Occupation or Employment
|
|
|
Ronald O. Perelman (Director, President)
|
See above
|
|
|
Paul G. Savas (Executive Vice President and Chief Financial Officer)
|
See above
|
|
|
RLX Holdings Two LLC
|
||
|
Name and Position (if different from Principal Occupation or Employment)
|
Present Principal Occupation or Employment
|
|
|
Ronald O. Perelman (President)
|
See above
|
|
|
Paul G. Savas (Executive Vice President and Chief Financial Officer)
|
See above
|
|
|
SGMS Acquisition Two LLC
|
||
|
Name and Position (if different from Principal Occupation or Employment)
|
Present Principal Occupation or Employment
|
|
|
Paul G. Savas (Executive Vice President and Chief Financial Officer)
|
See above
|
|
|
SGMS Acquisition Three LLC
|
||
|
Name and Position (if different from Principal Occupation or Employment)
|
Present Principal Occupation or Employment
|
|
|
Paul G. Savas (Executive Vice President and Chief Financial Officer)
|
See above
|
|
MacAndrews & Forbes LLC
|
||
|
Name and Position (if different from Principal Occupation or Employment)
|
Present Principal Occupation or Employment
|
|
|
Ronald O. Perelman (Chairman and Chief Executive Officer)
|
See above
|
|
|
Paul G. Savas (Executive Vice President and Chief Financial Officer)
|
See above
|
|
|
MacAndrews & Forbes Group, LLC
|
||
|
Name and Position (if different from Principal Occupation or Employment)
|
Present Principal Occupation or Employment
|
|
|
Ronald O. Perelman (Chairman and Chief Executive Officer)
|
See above
|
|
|
Paul G. Savas (Executive Vice President and Chief Financial Officer)
|
See above
|