0000950142-18-000275.txt : 20180131 0000950142-18-000275.hdr.sgml : 20180131 20180131171025 ACCESSION NUMBER: 0000950142-18-000275 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180129 FILED AS OF DATE: 20180131 DATE AS OF CHANGE: 20180131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Akiona Kimo CENTRAL INDEX KEY: 0001724994 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38357 FILM NUMBER: 18563568 MAIL ADDRESS: STREET 1: 5475 S. DECATUR BLVD., STE #100 CITY: LAS VEGAS STATE: NV ZIP: 89118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PlayAGS, Inc. CENTRAL INDEX KEY: 0001593548 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 383919506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5475 S. DECATUR BLVD., SUITE #100 CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 702-722-6700 MAIL ADDRESS: STREET 1: 5475 S. DECATUR BLVD., SUITE #100 CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: AP Gaming Holdco, Inc. DATE OF NAME CHANGE: 20131205 4 1 es1800223_4-akiona.xml OWNERSHIP DOCUMENT X0306 4 2018-01-29 0 0001593548 PlayAGS, Inc. AGS 0001724994 Akiona Kimo 5475 S. DECATUR BLVD. STE # 100 LAS VEGAS NV 89118 0 1 0 0 Treas, CFO & Chief Acctg. Off. Class B Common Stock, par value $0.01 2018-01-29 4 J 0 10000 D 0 D Common Stock, par value $0.01 2018-01-29 4 J 0 15543 A 15543 D Common Stock, par value $0.01 2018-01-30 4 A 0 1200 16.00 A 16743 D Employee Stock Option 9.42 2018-01-29 4 M 0 25255 0 A 2025-03-11 Common Stock, par value $0.01 25255 25255 D Employee Stock Option 9.42 2018-01-29 4 M 0 25257 0 A 2025-03-11 Common Stock, par value $0.01 25257 25257 D Employee Stock Option 9.42 2018-01-29 4 M 0 25257 0 A 2025-03-11 Common Stock, par value $0.01 25257 25257 D Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B Common Stock, par value $0.01 was reclassified into one share of common stock, par value $0.01. Concurrently with this reclassification, the registrant consummated a 1.5543 to 1 stock split of each share of common stock. The options vest in five equal annual installments beginning on 03/11/2016. The options vest and become exercisable (a) based on achievement of an Investor IRR equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor Investment (as such terms are defined in the Company's 2014 Long-Term Incentive Plan) or (b) on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $19.11 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our offering). The options vest and become exercisable (a) based on achievement of an Investor IRR equal to or in excess of 25%, subject to a minimum cash-on-cash return of 3.0 times the Investor Investment (as such terms are defined in the Company's 2014 Long-Term Incentive Plan) or (b) on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $22.93 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our offering). Exhibit 24.1: Power of Attorney /s/ Victor Gallo, as attorney-in-fact 2018-01-31 EX-24.1 2 es180223_4-ex2401.htm EXHIBIT 24.1
EXHIBIT 24.1
Power of Attorney
Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of PlayAGS Inc. (the “Company”):
(i) Vic Gallo, General Counsel, Secretary and Compliance Officer
signing singly, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or holder of 10% or more of the registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January 2018.
         
/s/ Kimo Akiona
    
 
  
Name: Kimo Akiona
    
 
  
 
    
 
  

 
[Signature Page to Power of Attorney (Forms 3, 4 & 5)]