0000899243-21-026962.txt : 20210701
0000899243-21-026962.hdr.sgml : 20210701
20210701163546
ACCESSION NUMBER: 0000899243-21-026962
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210621
FILED AS OF DATE: 20210701
DATE AS OF CHANGE: 20210701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MGM Resorts International
CENTRAL INDEX KEY: 0000789570
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39652
FILM NUMBER: 211066369
BUSINESS ADDRESS:
STREET 1: 3600 LAS VEGAS BLVD S
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
BUSINESS PHONE: 702-693-7120
MAIL ADDRESS:
STREET 1: 3600 LAS VEGAS BLVD S.
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
FORMER NAME:
FORMER CONFORMED NAME: MGM MIRAGE
DATE OF NAME CHANGE: 20000823
FORMER NAME:
FORMER CONFORMED NAME: MGM GRAND INC
DATE OF NAME CHANGE: 19920703
FORMER NAME:
FORMER CONFORMED NAME: GRAND NAME CO
DATE OF NAME CHANGE: 19870713
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PLAYSTUDIOS, Inc.
CENTRAL INDEX KEY: 0001823878
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 981606155
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10150 COVINGTON CROSS DRIVE
CITY: LAS VEGAS
STATE: NV
ZIP: 89144
BUSINESS PHONE: 725-877-7000
MAIL ADDRESS:
STREET 1: 10150 COVINGTON CROSS DRIVE
CITY: LAS VEGAS
STATE: NV
ZIP: 89144
FORMER COMPANY:
FORMER CONFORMED NAME: Acies Acquisition Corp.
DATE OF NAME CHANGE: 20200908
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-06-21
0
0001823878
PLAYSTUDIOS, Inc.
MYPS
0000789570
MGM Resorts International
3600 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS
NV
89109
0
0
1
0
Class A Common Stock
16647124
D
Earnout Shares
Class A Common Stock
2093846
D
A contingent right to receive shares of Class A Common Stock (the "Earnout Shares") from the Issuer in two equal tranches if the closing share price of Class A Common Stock exceeds certain share price thresholds, such right representing part of the merger consideration pursuant to the Agreement and Plan of Merger, dated as of February 1, 2021 (the "Merger Agreement"), by and among PlayStudios, Inc., Acies Acquisition Corp., Catalyst Merger Sub I, Inc., and Catalyst Merger Sub II, LLC.
Payable in two equal tranches if the closing price of the Class A Common Stock exceeds $12.50 per share 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 June 21, 2021 (the "Closing Date") and ending no later than the five-year anniversary of the Closing Date. The contingent right to receive shares based on achievement of the applicable share price threshold will be forfeited if such threshold is not achieved by the fifth anniversary of the Closing Date. The share price thresholds and the number of Earnout Shares to be issued are to be equitably adjusted for any subdivision, stock split, stock dividend, reorganization, combination, recapitalization or similar transaction affecting the shares of Class A Common Stock.
(Continued from footnote 2) Share price thresholds also may be deemed to have been achieved under certain circumstances involving an Earnout Strategic Transaction, as defined in the Merger Agreement, such as a merger or sale of the Issuer.
MGM Resorts International, By: /s/ Jessica Cunningham, Senior Vice President, Legal Counsel and Assistant Secretary
2021-07-01