MICROSOFT CORP - 13 Oct 2023 Form 3 Insider Report for PLAYSTUDIOS, Inc. (MYPS)

Role
10%+ Owner
Signature
MICROSOFT CORPORATION, By: /s/ Keith R. Dolliver, Name: Keith R. Dolliver, Title: Corporate Secretary
Issuer symbol
MYPS
Transactions as of
13 Oct 2023
Net transactions value
$0
Form type
3
Filing time
17 Nov 2023, 17:17:48 UTC
Next filing
26 Feb 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MYPS Class A Common Stock 12,677,398 13 Oct 2023 See Footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MYPS Earnout Shares 13 Oct 2023 Class A Common Stock 2,132,082 See Footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares held directly by Activision Publishing, Inc. On October 13, 2023, Microsoft Corporation acquired Activision Blizzard, Inc. pursuant to an Agreement and Plan of Merger dated as of January 18, 2022. Activision Publishing, Inc. is a wholly owned subsidiary of Activision Entertainment Holdings, Inc., and Activision Entertainment Holdings, Inc. is a wholly owned subsidiary of Activision Blizzard, Inc. By virtue of these relationships, Microsoft Corporation, Activision Entertainment Holdings, Inc. and Activision Blizzard, Inc. may be deemed to beneficially own the securities held directly by Activision Publishing, Inc.
F2 Activision Publishing, Inc. has the right to receive 2,132,082 shares of the Issuer's Class A Common Stock payable in two equal tranches ("Earnout Shares"), if (i) the closing price of the Issuer's 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 from June 21, 2021 (the "Closing Date") or (ii) there is a sale of the Issuer at or above the relevant vesting metric. Earnout Shares expire if the relevant vesting metric is not met by the five-year anniversary of the Closing Date.

Remarks:

Reporting Person disclaims beneficial ownership of the securities except to the extent of Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the Reporting Person states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.