0001100555-22-000011.txt : 20220214 0001100555-22-000011.hdr.sgml : 20220214 20220214175149 ACCESSION NUMBER: 0001100555-22-000011 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PASCAL ANDREW S CENTRAL INDEX KEY: 0001100555 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39652 FILM NUMBER: 22635582 MAIL ADDRESS: STREET 1: C/O PLAYSTUDIOS, INC. STREET 2: 10150 COVINGTON CROSS DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89144 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 5 1 wf-form5_164487907721360.xml FORM 5 X0306 5 2021-12-31 0 0 0 0001823878 PLAYSTUDIOS, Inc. MYPS 0001100555 PASCAL ANDREW S 10150 COVINGTON CROSS DRIVE LAS VEGAS NV 89144 1 1 1 0 Chairman and CEO Class A Common Stock 112600 I by Pascal Family Trust Class B Common Stock 2913005 I by Pascal Family Trust Class B Common Stock 2021-12-31 5 G 0 1898734 0 D 11318561 I by DreamStreet Holdings, LLC Class B Common Stock 2021-12-31 5 G 0 1898734 0 D 9419827 I by DreamStreet Holdings, LLC Class B Common Stock 2021-12-31 5 G 0 1898734 0 A 1898734 I by PGP 2021 Irrevocable Trust Class B Common Stock 2021-12-31 5 G 0 1898734 0 A 1898734 I by SJP 2021 Irrevocable Trust Stock Options 1.01 2021-04-17 2027-04-17 Class B Common Stock 1864324.0 16130300 D Stock Options 0.14 2012-10-04 2022-10-04 Class B Common Stock 327469.0 16130300 D Earnout Shares 0.0 2026-06-21 Class B Common Stock 416422.0 416422 I by Pascal Family Trust Earnout Shares 0.0 2026-06-21 Class B Common Stock 313322.0 313322 D Earnout Shares 0.0 2026-06-21 Class B Common Stock 2296368.0 2296368 I by DreamStreet Holdings, LLC Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A common stock, par value $0.0001 per share (the Class A Common Stock), of the Issuer. Upon transfer, each share of Class B Common Stock will convert into a share of Class A Common Stock, subject to certain limited exceptions. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights (noted above) and voting rights. Each share of Class B Common Stock is entitled to twenty votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. These transactions involved a two separate gifts from DreamStreet Holdings, LLC, which reporting person is the beneficial owner of, of 1,898,734 shares of Class B common stock each, first both transferred to the Pascal Family Trust, which reporting person is also the beneficial owner of, and thereafter the Pascal Family Trust then transferring one of such gifts of 1,898,734 shares of Class B common stock to the PGP 2021 Irrevocable Trust and the other of such gifts of 1,898,734 shares of Class B common stock to SJP 2021 Irrevocable Trust (collectively, the "Irrevocable Trusts"). The reporting person disclaims beneficial ownership of the shares held the Irrevocable Trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of the Irrevocable Trusts' shares for purposes of Section 16 or for any other purpose. Contemporaneously with the gift of securities by the reporting persons to the Irrevocable Trusts, the Irrevocable Trusts entered into irrevocable proxies to grant the reporting person power of attorney and proxy as it relates to the rights of the Class B common stock. As such, the reporting person has the equivalent voting power of 3,797,468 shares of Class B common stock held by the irrevocable trusts. Payable in two equal tranches if the closing price of the 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 following the closing (the "Closing") of the business combination pursuant to the Agreement and Plan of Merger, dated as of February 1, 2021, by and among Acies Acquisition Corp., Catalyst Merger Sub I, Inc., Catalyst Merger Sub II, LLC, and Old PLAYSTUDIOS, and ending no later than the five-year anniversary of the Closing (the earnout consideration will also vest based on the price targets in connection with a sale of the Issuer) See Exhibit 24.1 - Power of Attorney /s/ Joel Agena, Attorney-in-Fact 2022-02-14 EX-24 2 a94699947v1-filingpoapascal.htm EXHIBIT 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Joel Agena, Scott Peterson and Scott Shulak as the undersigned's true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or member of the Board of Directors of PLAYSTUDIOS, Inc. (the "Company"), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the "Exchange Act");

(2) do and perform any and all acts for and on behalf of the undersigned which 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 form with the United States Securities and Exchange Commission and the applicable 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 any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-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 any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and 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 any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, 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, in 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 24th day of June, 2021.

Signature: /s/ Andrew Pascal
Name: Andrew Pascal