ANDREW S. PASCAL - 11 Mar 2024 Form 4 Insider Report for PLAYSTUDIOS, Inc. (MYPS)

Signature
/s/ Joel Agena, Attorney-in-Fact
Issuer symbol
MYPS
Transactions as of
11 Mar 2024
Net transactions value
$0
Form type
4
Filing time
13 Mar 2024, 16:38:39 UTC
Previous filing
20 Feb 2024
Next filing
21 Feb 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MYPS Class A Common Stock 226,371 11 Mar 2024 Direct
holding MYPS Class B Common Stock 327,469 11 Mar 2024 Direct F1
holding MYPS Class B Common Stock 2,913,005 11 Mar 2024 by Pascal Family Trust F1
holding MYPS Class B Common Stock 9,419,827 11 Mar 2024 by DreamStreet Holdings, LLC F1
holding MYPS Class A Common Stock 406,300 11 Mar 2024 by Pascal Family Trust

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
transaction MYPS Restricted Stock Units Award $0 +708,335 $0.000000 708,335 11 Mar 2024 Class A Common Stock 708,335 $0.000000 Direct F2, F3
transaction MYPS Performance Stock Units Award $0 +145,833 $0.000000 145,833 11 Mar 2024 Class A Common Stock 145,833 $0.000000 Direct F4
holding MYPS Restricted Stock Units 750,000 11 Mar 2024 Class A Common Stock 750,000 $0.000000 Direct F2, F5
holding MYPS Stock Options 1,864,324 11 Mar 2024 Class B Common Stock 1,864,324 $1.01 Direct F1
holding MYPS Earnout Shares 416,422 11 Mar 2024 Class B Common Stock 416,422 $0.000000 by Pascal Family Trust F1, F6
holding MYPS Earnout Shares 2,296,368 11 Mar 2024 Class B Common Stock 2,296,368 $0.000000 by DreamStreet Holdings, LLC F1, F6
holding MYPS Earnout Shares 313,322 11 Mar 2024 Class B Common Stock 313,322 $0.000000 Direct F1, F6
* 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 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 Each Restricted Stock Unit represents the contingent right to receive, upon vesting and settlement, one share of Class A Common Stock
F3 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: 208,334 Restricted Stock Units vesting on February 15, 2025; 208,334 Restricted Stock Units vesting on February 15, 2026; and 291,667 Restricted Stock Units vesting on February 15, 2027.
F4 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.
F5 On February 22, 2023, the Reporting Person was granted 1,125,000 unvested Restricted Stock Units, which vest in three equal installments, with one-third vested on February 15, 2024, one-third vesting on February 15, 2025, and one-third vesting on February 15, 2026, subject in each case to continued employment with the Company through the applicable vesting date.
F6 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.