4//SEC Filing
PASCAL ANDREW S 4
Accession 0001100555-26-000002
CIK 0001823878other
Filed
Jan 19, 7:00 PM ET
Accepted
Jan 20, 6:37 PM ET
Size
26.6 KB
Accession
0001100555-26-000002
Insider Transaction Report
Form 4
PASCAL ANDREW S
DirectorChairman and CEO10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-01-15+41,666→ 41,666 total - Tax Payment
Class A Common Stock
[F2]2026-01-15$0.64/sh−18,604$11,933→ 23,062 total - Other
Class A Common Stock
[F3]2026-01-20−23,062→ 0 total - Other
Class A Common Stock
[F3]2026-01-20+23,062→ 781,475 total(indirect: By Trust) - Exercise/Conversion
Restricted Stock Units
[F5][F6]2026-01-15−41,666→ 958,334 totalExercise: $0.00→ Class A Common Stock (41,666 underlying)
Holdings
- 2,913,005(indirect: By Trust)
Class B Common Stock
[F4] - 9,747,296(indirect: By LLC)
Class B Common Stock
[F4] - 226,371(indirect: By LLC)
Class A Common Stock
- 375,000
Restricted Stock Units
[F5][F7]Exercise: $0.00→ Class A Common Stock (375,000 underlying) - 500,001
Restricted Stock Units
[F5][F8]Exercise: $0.00→ Class A Common Stock (500,001 underlying) - 625,000
Performance Stock Units
[F9]Exercise: $0.00→ Class A Common Stock (625,000 underlying) - 1,864,324
Stock Options
[F4]Exercise: $1.01From: 2021-04-17Exp: 2027-04-17→ Class B Common Stock (1,864,324 underlying) - 416,422(indirect: By Trust)
Earnout Shares
[F10][F4]Exercise: $0.00Exp: 2026-06-21→ Class B Common Stock (416,422 underlying) - 2,296,368(indirect: By LLC)
Earnout Shares
[F10][F4]Exercise: $0.00Exp: 2026-06-21→ Class B Common Stock (2,296,368 underlying) - 313,322
Earnout Shares
[F10][F4]Exercise: $0.00Exp: 2026-06-21→ Class B Common Stock (313,322 underlying)
Footnotes (10)
- [F1]Represents shares of Class A common stock issued upon settlement of fully vested Restricted Stock Units awarded to the Reporting Person on March 7, 2025.
- [F10]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, to which the Issuer is a party, and ending no later than the five-year anniversary of the Closing. The Earnout Shares are also subject to potential vesting based on the price targets in connection with a sale of the Issuer.
- [F2]Represents the number of shares of Class A Common Stock that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of Restricted Stock Units and does not represent an open market sale.
- [F3]Represents a transfer by the Reporting Person of shares of Class A common stock from direct ownership to a trust, as a result of which the Reporting Person remains the beneficial owner. This transfer reflects only a change in the form of ownership from direct to indirect and does not affect the overall beneficial ownership of securities by the Reporting Person.
- [F4]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, 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 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.
- [F5]Each Restricted Stock Unit represents the contingent right to receive, upon vesting and settlement, one share of Class A Common Stock.
- [F6]On March 7, 2025, the Reporting Person was granted 1,000,000 unvested Restricted Stock Units. The Restricted Stock Units are scheduled to vest as follows, subject in each case to the Reporting Person's continued employment with the Company through the applicable vesting date: 41,666 Restricted Stock Units vesting on January 15, 2026; 333,334 Restricted Stock Units vesting on January 15, 2027; and 625,000 Restricted Stock Units vesting on January 15, 2028.
- [F7]On February 22, 2023, the Reporting Person was granted 1,125,000 unvested Restricted Stock Units, which vest in three equal installments, with one-third vesting on February 15, 2024, one-third vesting on February 15, 2025, and one-third vesting on February 15, 2026, subject in each case to the Reporting Person's continued employment with the Company through the applicable vesting date.
- [F8]On March 11, 2024, the Reporting Person was granted 708,335 unvested Restricted Stock Units, which vest as follows, subject in each case to the Reporting Person's continued employment with the Company through the applicable vesting date: 208,334 Restricted Stock Units vesting on February 15, 2025; 208,334 Restricted Stock Units vesting on February 15, 2026; and 291,667 Restricted Stock Units vesting on February 15, 2027.
- [F9]On March 7, 2025, the Reporting Person was granted 625,000 unvested Performance Stock Units. Each Performance Stock Unit represents the contingent right to receive, upon vesting and settlement, up to one share of Class A Common Stock. The actual number of shares of Class A Common Stock to be issued upon vesting of such Performance Stock Units will be determined based on, and will be contingent upon, the achievement of certain pre-established performance metrics, as determined by the Compensation Committee of the Company's Board of Directors, for the fiscal year ending December 31, 2025.
Signature
/s/ Joel Agena, Attorney-in-Fact|2026-01-20
Documents
Issuer
PLAYSTUDIOS, Inc.
CIK 0001823878
Entity typeother
Related Parties
1- filerCIK 0001100555
Filing Metadata
- Form type
- 4
- Filed
- Jan 19, 7:00 PM ET
- Accepted
- Jan 20, 6:37 PM ET
- Size
- 26.6 KB