SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Marchetti Michael

(Last) (First) (Middle)
C/O SCIPLAY CORPORATION
6601 BERMUDA ROAD

(Street)
LAS VEGAS NV 89119

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SciPlay Corp [ SCPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/23/2023 D(1) 61,388 D $22.95 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 10/23/2023 D(2) 7,494 (2) (2) Class A Common Stock 7,494 $0 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of August 8, 2023, (the "Merger Agreement") by and among SciPlay Corporation, a Nevada Corporation (the "Company"), Light & Wonder, Inc., a Nevada corporation ("Parent"), and Bern Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent, at the effective time of the merger (the "Effective Time"), each share of Company Class A Common Stock converted into the right to receive a lump-sum cash payment, without interest, equal to $22.95 (the "Merger Consideration").
2. Pursuant to the Merger Agreement, each outstanding Company restricted stock unit held by a non-employee member of the Company's Board of Directors (each, a "Director RSU") was cancelled and converted into the right to receive a lump-sum cash payment, without interest, equal to the number of shares of Class A Common Stock subject to such Director RSU immediately prior to the Effective Time multiplied by the Merger Consideration, less applicable taxes required to be withheld with respect to such payment.
/s/ James Sottile, attorney-in-fact for Michael Marchetti 10/25/2023
** 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 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).
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