Docoh
Loading...

Activision Entertainment

Filed: 1 Jul 21, 4:46pm
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Activision Publishing, Inc.

(Last) (First) (Middle)
3100 OCEAN PARK BOULEVARD

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2021
3. Issuer Name and Ticker or Trading Symbol
PLAYSTUDIOS, Inc. [ MYPS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 12,677,398 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Earnout Shares (2) (2) Class A Common Stock 2,132,082 (2) D(1)
1. Name and Address of Reporting Person*
Activision Publishing, Inc.

(Last) (First) (Middle)
3100 OCEAN PARK BOULEVARD

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Activision Entertainment Holdings, Inc.

(Last) (First) (Middle)
3100 OCEAN PARK BOULEVARD

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Activision Blizzard, Inc.

(Last) (First) (Middle)
3100 OCEAN PARK BOULEVARD

(Street)
SANTA MONICA CA 90405

(City) (State) (Zip)
Explanation of Responses:
1. 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, Activision Entertainment Holdings, Inc. and Activision Blizzard, Inc. may be deemed to beneficially own the securities held by Activision Publishing, Inc.
2. 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:
By: /s/ Grant Dixton, Chief Legal Officer of Activision Publishing, Inc. 07/01/2021
By: /s/ Grant Dixton, Chief Legal Officer of Activision Entertainment Holdings, Inc. 07/01/2021
By: /s/ Grant Dixton, Chief Legal Officer of Activision Blizzard, Inc. 07/01/2021
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.