Sec Form 4 Filing - Wilson Joshua J. @ SciPlay Corp - 2019-09-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wilson Joshua J.
2. Issuer Name and Ticker or Trading Symbol
SciPlay Corp [ SCPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O SCIPLAY CORPORATION, 6601 BERMUDA ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/20/2019
(Street)
LAS VEGAS, NV89119
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 09/20/2019 A 23,399 ( 1 ) ( 1 ) Class A Common Stock 23,399 $ 0 23,399 D
Restricted Stock Units ( 2 ) 09/20/2019 A 23,399 ( 2 ) ( 2 ) Class A Common Stock 23,399 $ 0 23,399 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilson Joshua J.
C/O SCIPLAY CORPORATION
6601 BERMUDA ROAD
LAS VEGAS, NV89119
X CEO
Signatures
/s/ Su Shi, attorney-in-fact for Joshua J. Wilson 09/23/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock units are scheduled to vest beginning on September 20, 2020 (5,849 shares) and the balance in three installments of 5,850 shares on each of September 20, 2021, September 20, 2022 and September 20, 2023. Each restricted stock unit converts into a share of class A common stock on a one-for-one basis.
( 2 )For full text of this footnote 2, see Remarks.

Remarks:
(Text to footnote 2) The restricted stock units are scheduled to vest beginning on September 20, 2020 (5,849 shares) and the balance in three installments of 5,850 shares on each of September 20, 2021, September 20, 2022 and September 20, 2023 (each, a "Vesting Date"), subject to the Company's achievement of annual revenue and adjusted EBITDA growth of 10% or more compared to actual revenue and adjusted EBITDA for the fiscal quarter ending June 30, 2019 (the "Goal"). If the Goal is met prior to the first Vesting Date, then all four annual installments will vest in accordance with the vesting schedule. If the Goal is met subsequent to the first Vesting Date, each annual installment relating to a Vesting Date that has already occurred will automatically vest upon achievement of the Goal and any remaining installments will vest in accordance with the vesting schedule. If the Goal has not been achieved by the end of the 2022 fiscal year, as determined by the Compensation Committee of the Board, all restricted stock units are forfeited. Each vested restricted stock unit converts into a share of class A common stock on a one-for-one basis.

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