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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 1474 (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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (1) | 05/15/2022 | M | 100,000 (2) | (3) | (3) | Class A Common Stock | 100,000.00 | (1) | 200,000 | D | ||||
| Stock Options | $ 0.90 | 09/01/2018 | 09/01/2025 | Class A Common Stock | 46,609.00 | 0 | D | ||||||||
| Stock Options | $ 1.44 | (4) | 01/01/2029 | Class A Common Stock | 93,217.00 | 0 | D | ||||||||
| Stock Options | $ 1.01 | 05/01/2020 | 05/01/2027 | Class A Common Stock | 93,217.00 | 0 | D | ||||||||
| Earnout Shares | $ 0 | (5) | 06/21/2026 | Class A Common Stock | 28,040.00 | 28,040 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Agena Joel 10150 COVINGTON CROSS DRIVE LAS VEGAS, NV 89144 |
General Counsel | |||
| /s/ Joel Agena | 05/17/2022 | |
| **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) | Restricted stock units convert into shares of Class A Common Stock on a one-for-one basis. |
| (2) | The restricted stock units vested on May 15, 2022, pursuant to the applicable restricted stock unit agreement and the Company's 2021 Equity Incentive Plan (the "Plan"). |
| (3) | On February 23, 2022, the reporting person was granted 300,000 restricted stock units, vesting in three equal increments (each annual installment being 33.33% of the grant) with the first annual increment vesting on May 15, 2022, subject in each case to continued employment with the Company through the applicable vesting date and the terms and provisions of the Plan. |
| (4) | The stock options vest in equal monthly amounts over the 48 months of service beginning on January 1, 2019. |
| (5) | 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) |