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