Sec Form 4 Filing - PASCAL ANDREW S @ PLAYSTUDIOS, Inc. - 2022-04-20

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
PASCAL ANDREW S
2. Issuer Name and Ticker or Trading Symbol
PLAYSTUDIOS, 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. Date of Earliest Transaction (MM/DD/YY)
04/20/2022
(Street)
LAS VEGAS, NV89144
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
Class A Common Stock 04/20/2022 P 10,300( 1 ) A $ 5.8379 294,800 I by Pascal Family Trust
Class B Common Stock 2,913,005 I by Pascal Family Trust
Class B Common Stock 9,419,827 I by DreamStreet Holdings, LLC
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
Stock Options $ 0.14 10/04/2012 10/04/2022 Class B Common Stock( 2 ) 327,469 12,332,832 D
Stock Options $ 1.01 04/17/2021 04/17/2027 Class B Common Stock( 2 ) 1,864,324 12,332,832 D
Earnout Shares $ 0 ( 3 ) 06/21/2026 Class B Common Stock( 2 ) 416,422 416,422 I by Pascal Family Trust
Earnout Shares $ 0 ( 3 ) 06/21/2026 Class B Common Stock( 2 ) 2,296,368 2,296,368 I by DreamStreet Holdings, LLC
Earnout Shares $ 0 ( 3 ) 06/21/2026 Class B Common Stock( 2 ) 313,322 313,322 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PASCAL ANDREW S
10150 COVINGTON CROSS DRIVE
LAS VEGAS, NV89144
X X Chairman and CEO
Signatures
/s/ Joel Agena, Attorney-in-Fact 04/22/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Trade made pursuant to a Rule 10b5-1 plan.
( 2 )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.
( 3 )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

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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