ANDREW S. PASCAL - 20 Jan 2022 Form 4 Insider Report for PLAYSTUDIOS, Inc. (MYPS)

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ Joel Agena, Attorney-in-Fact
Issuer symbol: MYPS
Transactions as of: 20 Jan 2022
Net transactions value: +$122,881
Form type: 4
Filing time: 24 Jan 2022, 15:10:19 UTC
Previous filing: 14 Feb 2022
Next filing: 28 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	* Price $	Shares After	Date	Ownership
transaction	MYPS	Class A Common Stock	Purchase	$122,881	+26,000	$4.73	26,000	20 Jan 2022	by Pascal Family Trust
holding	MYPS	Class B Common Stock					13,217,295	20 Jan 2022	by DreamStreet Holdings, LLC
holding	MYPS	Class B Common Stock					2,913,005	20 Jan 2022	by Pascal Family Trust

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

Type	Sym	Class	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MYPS	Stock Options	16,130,300	20 Jan 2022	Class B Common Stock	1,864,324	$1.01	Direct	F1
holding	MYPS	Stock Options	16,130,300	20 Jan 2022	Class B Common Stock	327,469	$0.1400	Direct	F1
holding	MYPS	Earnout Shares	2,296,368	20 Jan 2022	Class B Common Stock	2,296,368	$0.000000	by DreamStreet Holdings, LLC	F1, F2
holding	MYPS	Earnout Shares	416,422	20 Jan 2022	Class B Common Stock	416,422	$0.000000	by Pascal Family Trust	F1, F2
holding	MYPS	Earnout Shares	313,322	20 Jan 2022	Class B Common Stock	313,322	$0.000000	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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).

Content

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.

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).

Remarks:

See Exhibit 24.1 - Power of Attorney