4//SEC Filing
Akiona Kimo 4
Accession 0001593968-25-000819
CIK 0001593548other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 7:49 PM ET
Size
13.5 KB
Accession
0001593968-25-000819
Insider Transaction Report
Form 4
Akiona Kimo
CFO Chief Acctg Off and Treas
Transactions
- Disposition to Issuer
Common Stock
2025-06-30−503,350→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-06-30−148,839→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-06-30−164,246→ 0 total - Disposition to Issuer
Phantom Stock Units
2025-06-30−63,723→ 0 total→ .
Footnotes (8)
- [F1]Reflects disposition of PlayAGS, Inc. ("Issuer") common stock, par value $0.01 per share ("Common Stock"), upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 8, 2024, by and among Issuer, Bingo Holdings I, LLC, a Delaware limited liability company ("Parent") and an affiliate of Brightstar Capital Partners, and Bingo Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on June 30, 2025.
- [F2]At the effective time of the Merger (the "Effective Time"), each share of Common Stock that was outstanding as of immediately prior to the Effective Time was canceled and ceased to exist and was converted into the right to receive $12.50 in cash, without interest, subject to any withholding of taxes required by applicable law.
- [F3]Reflects disposition of Issuer restricted stock unit awards that vested based solely upon continued employment or service (each, a "RSU") upon the consummation of the transactions contemplated by the Merger Agreement, including the consummation of the Merger on June 30, 2025.
- [F4]At the Effective Time, each RSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of Issuer common stock, par value $0.01 per share, underlying such RSU, multiplied by (ii) $12.50, less applicable tax withholdings.
- [F5]Reflects disposition of Issuer restricted stock unit awards that vested based on either solely the achievement of performance goals or both the achievement of performance goals and continued employment or service (each, a "PSU"), the amount of some restricted stock unit awards increased based on the stock price achieved that was greater than the target, upon the consummation of the transactions contemplated by the Merger Agreement, including the consummation of the Merger on June 30, 2025.
- [F6]At the Effective Time, each PSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of Issuer common stock, par value $0.01 per share, (determined without regard to future employment or service vesting requirements) issuable in settlement of such PSU immediately prior to the Effective Time, multiplied by (ii) $12.50, less applicable tax withholdings.
- [F7]At the Effective Time, each PhSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of units underlying such PhSU, multiplied by (ii) $12.50, less applicable tax withholdings.
- [F8]Reflects disposition of Issuer phantom stock unit awards that vested based solely upon continued employment or service (each, a "PhSU") upon the consummation of the transactions contemplated by the Merger Agreement, including the consummation of the Merger on June 30, 2025.
Documents
Issuer
PlayAGS, Inc.
CIK 0001593548
Entity typeother
Related Parties
1- filerCIK 0001724994
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 7:49 PM ET
- Size
- 13.5 KB