Sec Form 4 Filing - Peterson Scott Edward @ PLAYSTUDIOS, Inc. - 2023-05-15

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
Peterson Scott Edward
2. Issuer Name and Ticker or Trading Symbol
PLAYSTUDIOS, Inc. [ MYPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
10150 COVINGTON CROSS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2023
(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 300,428 I by Scott E Peterson Trust
Class A Common Stock 05/15/2023 M 150,000 A $ 0 ( 1 ) 200,000 D
Class A Common Stock 05/15/2023 F 59,025 ( 2 ) D $ 4.22 140,975 D
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 $ 0 ( 3 ) 05/15/2023 M 150,000 ( 1 ) ( 1 ) Class A Common Stock 150,000 $ 0 150,000 D
Stock Options $ 1.44 01/01/2023 01/01/2029 Class A Common Stock 67,971 67,971 D
Stock Options $ 1.01 04/01/2021 04/01/2027 Class A Common Stock 67,974 67,974 D
Earnout Shares $ 0 ( 4 ) 06/21/2026 Class A Common Stock 12,840 12,840 D
Earnout Shares $ 0 ( 4 ) 06/21/2026 Class A Common Stock 50,518 50,518 I by Scott E Peterson Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peterson Scott Edward
10150 COVINGTON CROSS DRIVE
LAS VEGAS, NV89144
Chief Financial Officer
Signatures
/s/ Joel Agena, Attorney-in-Fact 05/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 23, 2022, the Reporting Person was granted 450,000 unvested Restricted Stock Units. The Restricted Stock Units vest in three equal installments, with one-third vesting on May 15, 2022, one-third vesting on May 15, 2023, and one-third vesting on May 15, 2024, subject in each case to continued employment with the Company through the applicable vesting date.
( 2 )Represents the number of shares of Class A common stock, $0.0001 par value per share ("Class A Common Stock"), of the Issuer that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of Restricted Stock Units and does not represent a sale.
( 3 )Each Restricted Stock Unit represents the contingent right to receive, upon vesting and settlement, one share of Class A Common Stock.
( 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, to which the Issuer is a party, 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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