MICROSOFT CORP - 13 Oct 2023 Form 3 Insider Report for PLAYSTUDIOS, Inc. (MYPS)

Role: 10%+ Owner
Signature: MICROSOFT CORPORATION, By: /s/ Keith R. Dolliver, Name: Keith R. Dolliver, Title: Corporate Secretary
Issuer symbol: MYPS
Transactions as of: 13 Oct 2023
Net transactions value: $0
Form type: 3
Filing time: 17 Nov 2023, 17:17:48 UTC
Next filing: 26 Feb 2024
SEC: View on sec.gov

Key filing fact

MICROSOFT CORP filed Form 3 for PLAYSTUDIOS, Inc. (MYPS) on 17 Nov 2023.

Key facts

This page summarizes MICROSOFT CORP's Form 3 filing for PLAYSTUDIOS, Inc. (MYPS).
0 reported transactions and 1 derivative row are listed below.
Filing timestamp: 17 Nov 2023, 17:17.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Official SEC Source

Ownership activity is grounded in SEC Form 3 disclosures.

See Original Filing

Transactions Table

MYPS holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 12,677,398
Date: 13 Oct 2023
Ownership: See Footnote
Footnotes: F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

MYPS holding Derivative

Earnout Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date: 13 Oct 2023
Ownership: See Footnote
Underlying class: Class A Common Stock
Underlying amount: 2,132,082
Exercise price
Footnotes: F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares held directly by Activision Publishing, Inc. On October 13, 2023, Microsoft Corporation acquired Activision Blizzard, Inc. pursuant to an Agreement and Plan of Merger dated as of January 18, 2022. Activision Publishing, Inc. is a wholly owned subsidiary of Activision Entertainment Holdings, Inc., and Activision Entertainment Holdings, Inc. is a wholly owned subsidiary of Activision Blizzard, Inc. By virtue of these relationships, Microsoft Corporation, Activision Entertainment Holdings, Inc. and Activision Blizzard, Inc. may be deemed to beneficially own the securities held directly by Activision Publishing, Inc.
F2	Activision Publishing, Inc. has the right to receive 2,132,082 shares of the Issuer's Class A Common Stock payable in two equal tranches ("Earnout Shares"), if (i) the closing price of the Issuer's 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 from June 21, 2021 (the "Closing Date") or (ii) there is a sale of the Issuer at or above the relevant vesting metric. Earnout Shares expire if the relevant vesting metric is not met by the five-year anniversary of the Closing Date.

Content

Shares held directly by Activision Publishing, Inc. On October 13, 2023, Microsoft Corporation acquired Activision Blizzard, Inc. pursuant to an Agreement and Plan of Merger dated as of January 18, 2022. Activision Publishing, Inc. is a wholly owned subsidiary of Activision Entertainment Holdings, Inc., and Activision Entertainment Holdings, Inc. is a wholly owned subsidiary of Activision Blizzard, Inc. By virtue of these relationships, Microsoft Corporation, Activision Entertainment Holdings, Inc. and Activision Blizzard, Inc. may be deemed to beneficially own the securities held directly by Activision Publishing, Inc.

Activision Publishing, Inc. has the right to receive 2,132,082 shares of the Issuer's Class A Common Stock payable in two equal tranches ("Earnout Shares"), if (i) the closing price of the Issuer's 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 from June 21, 2021 (the "Closing Date") or (ii) there is a sale of the Issuer at or above the relevant vesting metric. Earnout Shares expire if the relevant vesting metric is not met by the five-year anniversary of the Closing Date.

Remarks:

Reporting Person disclaims beneficial ownership of the securities except to the extent of Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the Reporting Person states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.