SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Peterson Scott Edward

(Last) (First) (Middle)
10150 COVINGTON CROSS DRIVE

(Street)
LAS VEGAS NV 89144

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 441,403(1) I by Scott E Peterson Trust
Class A Common Stock 03/11/2024 M 40,000(2) A $0 40,000 D
Class A Common Stock 03/11/2024 F 15,698(3) D $2.2 24,302 D
Class A Common Stock 03/13/2024 G 6,076(4) D $0 18,226 D
Class A Common Stock 03/13/2024 J 18,226 D $0(5) 0 D
Class A Common Stock 03/13/2024 J 18,226 A (5) 459,629 I by Scott E Peterson Trust
Class A Common Stock 6,076 I By Spouse(6)
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 (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 Securities Underlying Derivative Security (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: 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(7) 03/11/2024 A 40,000 (8) (8) Class A Common Stock 40,000 $0(7) 40,000 D
Restricted Stock Units $0(7) 03/11/2024 M 40,000 (8) (8) Class A Common Stock 40,000 $0(7) 0 D
Restricted Stock Units $0(7) 03/11/2024 A 766,669 (9) (9) Class A Common Stock 766,669 $0(7) 766,669 D
Performance Stock Units $0(10) 03/11/2024 A 83,333 (10) (10) Class A Common Stock 83,333 $0(10) 83,333 D
Restricted Stock Units $0(7) (11) (11) Class A Common Stock 150,000 150,000 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 (12) 06/21/2026 Class A Common Stock 12,840 12,840 D
Earnout Shares $0 (12) 06/21/2026 Class A Common Stock 50,518 50,518 I by Scott E Peterson Trust
Explanation of Responses:
1. Reflects change in form of ownership with respect to 140,975 shares from Direct (as previously reported) to Indirect (as currently reported) as a result of the transfer of such shares to the Reporting Person's trust.
2. Represents shares of Class A common stock, $0.0001 par value per share ("Class A Common Stock"), issued upon settlement of fully vested Restricted Stock Units awarded to the Reporting Person on March 11, 2024.
3. Represents the number of shares of Class A Common Stock 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 an open market sale.
4. Reflects the transfer of shares of Class A Common Stock to the Reporting Person's spouse.
5. Reflect change in form of ownership from Direct to Indirect as a result of the transfer of such shares to the Reporting Person's trust.
6. Reflects shares owned by the reporting person's spouse. The reporting person disclaims beneficial ownership of the shares held by his spouse, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose
7. Each Restricted Stock Unit represents the contingent right to receive, upon vesting and settlement, one share of Class A Common Stock.
8. On March 11, 2024, the Reporting Person was granted 25,000 fully vested Restricted Stock Units.
9. Represents a grant of unvested Restricted Stock Units. Each Restricted Stock Unit represents the contingent right to receive, upon vesting and settlement, one share of Class A Common Stock. The Restricted Stock Units are scheduled to vest as follows, subject in each case to the Reporting Person's continued employment with the Company through the applicable vesting date: 183,334 Restricted Stock Units vesting on May 15, 2024; 250,001 Restricted Stock Units vesting on May 15, 2025; 166,667 Restricted Stock Units vesting on May 15, 2026; and 166,667 Restricted Stock Units vesting on May 15, 2027.
10. Each Performance Stock Unit represents the contingent right to receive, upon vesting and settlement, up to one share of Class A Common Stock. The actual number of shares of Class A Common Stock to be issued upon vesting of such Performance Stock Units will be determined based on, and will be contingent upon, the achievement of certain pre-established performance metrics, as determined by the Compensation Committee of the Company's Board of Directors, for the fiscal year ending December 31, 2024.
11. 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.
12. 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 Shares are also subject to potential vesting based on the price targets in connection with a sale of the Issuer.
Remarks:
/s/ Joel Agena, Attorney-in-Fact 03/13/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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