Andrew S. Pascal - Dec 31, 2021 Form 5 Insider Report for PLAYSTUDIOS, Inc. (MYPS)

Signature
/s/ Joel Agena, Attorney-in-Fact
Stock symbol
MYPS
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
5
Date filed
2/14/2022, 04:51 PM
Previous filing
Jul 1, 2021
Next filing
Jan 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MYPS Class B Common Stock Gift $0 -1.9M -14.37% $0.00 11.3M Dec 31, 2021 by DreamStreet Holdings, LLC F1, F2, F3
transaction MYPS Class B Common Stock Gift $0 -1.9M -16.78% $0.00 9.42M Dec 31, 2021 by DreamStreet Holdings, LLC F1, F2, F3
transaction MYPS Class B Common Stock Gift $0 +1.9M $0.00 1.9M Dec 31, 2021 by PGP 2021 Irrevocable Trust F1, F2, F3
transaction MYPS Class B Common Stock Gift $0 +1.9M $0.00 1.9M Dec 31, 2021 by SJP 2021 Irrevocable Trust F1, F2, F3
holding MYPS Class A Common Stock 113K Dec 31, 2021 by Pascal Family Trust
holding MYPS Class B Common Stock 2.91M Dec 31, 2021 by Pascal Family Trust F1

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MYPS Stock Options 16.1M Dec 31, 2021 Class B Common Stock 1.86M $1.01 Direct F1
holding MYPS Stock Options 16.1M Dec 31, 2021 Class B Common Stock 327K $0.14 Direct F1
holding MYPS Earnout Shares 416K Dec 31, 2021 Class B Common Stock 416K $0.00 by Pascal Family Trust F1, F4
holding MYPS Earnout Shares 313K Dec 31, 2021 Class B Common Stock 313K $0.00 Direct F1, F4
holding MYPS Earnout Shares 2.3M Dec 31, 2021 Class B Common Stock 2.3M $0.00 by DreamStreet Holdings, LLC F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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