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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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 at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Stock Options | $ 1.01 | 04/17/2021 | 04/17/2027 | Class B Common Stock (1) | 16,130,300 | |||||||||
| Stock Options | $ 0.14 | 10/04/2012 | 10/04/2022 | Class B Common Stock (1) | 16,130,300 | |||||||||
| Earnout Shares | $ 0.00 | (4) | 06/21/2026 | Class B Common Stock (1) | 416,422 | by Pascal Family Trust | ||||||||
| Earnout Shares | $ 0.00 | (4) | 06/21/2026 | Class B Common Stock (1) | 313,322 | |||||||||
| Earnout Shares | $ 0.00 | (4) | 06/21/2026 | Class B Common Stock (1) | 2,296,368 | by DreamStreet Holdings, LLC | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PASCAL ANDREW S 10150 COVINGTON CROSS DRIVE LAS VEGAS, NV 89144 |
X | X | Chairman and CEO | |
| /s/ Joel Agena, Attorney-in-Fact | 02/14/2022 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | These transactions involved a two separate gifts from DreamStreet Holdings, LLC, which reporting person is the beneficial owner of, of 1,898,734 shares of Class B common stock each, first both transferred to the Pascal Family Trust, which reporting person is also the beneficial owner of, and thereafter the Pascal Family Trust then transferring one of such gifts of 1,898,734 shares of Class B common stock to the PGP 2021 Irrevocable Trust and the other of such gifts of 1,898,734 shares of Class B common stock to SJP 2021 Irrevocable Trust (collectively, the "Irrevocable Trusts"). The reporting person disclaims beneficial ownership of the shares held the Irrevocable Trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of the Irrevocable Trusts' shares for purposes of Section 16 or for any other purpose. |
| (3) | Contemporaneously with the gift of securities by the reporting persons to the Irrevocable Trusts, the Irrevocable Trusts entered into irrevocable proxies to grant the reporting person power of attorney and proxy as it relates to the rights of the Class B common stock. As such, the reporting person has the equivalent voting power of 3,797,468 shares of Class B common stock held by the irrevocable trusts. |
| (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, 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 | |