Sec Form 4 Filing - Chau On @ Playtika Holding Corp. - 2023-04-26

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
Chau On
2. Issuer Name and Ticker or Trading Symbol
Playtika Holding Corp. [ PLTK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
RM 2506, PACIFIC PLACE APARTMENTS, PACIFIC PLACE, 88 QUEENSWAY
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2023
(Street)
HONG KONG, K300000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 04/26/2023 S 78,810,506 D $ 7.93 ( 4 ) ( 5 ) 2,000,000 I ( 1 ) ( 2 ) ( 3 ) See footnotes ( 1 ) ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chau On
RM 2506, PACIFIC PLACE APARTMENTS
PACIFIC PLACE, 88 QUEENSWAY
HONG KONG, K300000
X
8th Wonder Corp
SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6
THE GATEWAY, HARBOUR CITY, KOWLOON
HONG KONG, K300000
X
Hotlink Investment Ltd
SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6
THE GATEWAY, HARBOUR CITY, KOWLOON
HONG KONG, K300000
X
Infinite Bandwidth Ltd
SEA MEADOW HOUSE, P.O. BOX 116
ROAD TOWN
TORTOLA, D800000
X
Trustworthy Group Ltd.
SEA MEADOW HOUSE, P.O. BOX 116
ROAD TOWN
TORTOLA, D800000
X
Signatures
On Chau By: /s/ On Chau 04/28/2023
Signature of Reporting Person Date
8th Wonder Corporation By: /s/ Cao Bo, Director 04/28/2023
Signature of Reporting Person Date
Hotlink Investment Limited By: /s/ Cao Bo, Director 04/28/2023
Signature of Reporting Person Date
Infinite Bandwidth Limited By: /s/ Cao Bo, Director 04/28/2023
Signature of Reporting Person Date
Trustworthy Group Ltd. By: /s/ Cao Bo, Director 04/28/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )8th Wonder Corporation ("8th Wonder"), which is 100% owned by Trustworthy Group Ltd, beneficially owned directly 1,500,000 of the total reported securities. By virtue of the above, Trustworthy Group Ltd beneficially owned 1,500,000 shares of common stock of the Issuer. Ms. On Chau is the sole shareholder of Trustworthy Group Ltd.
( 2 )Hotlink Investment Limited ("Hotlink"), which is 100% owned by Infinite Bandwidth Limited, beneficially owned directly 500,000 of the total reported securities. By virtue of the above, Infinite Bandwidth Limited beneficially owned 500,000 shares of common stock of the Issuer. On Chau is the sole shareholder of Infinite Bandwidth Limited.
( 3 )By virtue of the above, On Chau beneficially owned 2,000,000 shares of common stock of the Issuer.
( 4 )On April 26, 2023, 8th Wonder and Hotlink entered into a share purchase agreement ("SPA") with Fortune Bliss Ventures Limited ("Fortune"), pursuant to which Fortune has agreed to purchase (i) 39,405,253 Shares ("8th Wonder Shares") from 8th Wonder and (ii) 39,405,253 Shares ("Hotlink Shares," together with the 8th Wonder Shares, the "Sale Shares") from Hotlink at a total per Share price of $7.93 per Share (subject to adjustments for dividends received), subject to Fortune's due diligence investigation of the Issuer and the Sale Shares.
( 5 )The parties expect that consummation of the transaction contemplated by the SPA ("Closing") will occur on or prior to July 31, 2023, with Fortune having a right to extend the Closing until August 31, 2023.

Remarks:
The beneficial ownership of the shares of Common Stock reported herein exceeds 10%, based on the Issuer's most recently announced number of shares of Common Stock outstanding in its Form 10-K as filed with the SEC on February 28, 2023.

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