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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 03/15/2023 | M | 22,500 | (2) | (2) | Class A Common Stock | 22,500 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (3) | 03/15/2023 | A | 8,846 | (3) | (3) | Class A Common Stock | 8,846 | $ 0 | 8,846 | D | ||||
| Restricted Stock Units | (3) | 03/15/2023 | M | 8,846 | (3) | (3) | Class A Common Stock | 8,846 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (4) | 03/15/2023 | A | 288,374 | (4) | (4) | Class A Common Stock | 288,374 | $ 0 | 288,374 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Wilson Joshua J. C/O SCIPLAY CORPORATION 6601 BERMUDA ROAD LAS VEGAS, NV 89119 |
X | CEO | ||
| /s/ James Sottile, attorney-in-fact for Joshua J. Wilson | 03/17/2023 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units. |
| (2) | Represents vesting of one-half of restricted stock units granted on March 15, 2021. The award has fully vested. Each unit converted into a share of class A common stock on a one-for-one basis. |
| (3) | Represents restricted stock units granted pursuant to a determination by the Compensation Committee of the Board of Directors of the issuer as payment in respect of a portion of the annual bonus earned by the reporting person with respect to 2022. The number of units was determined by dividing the dollar value of such amount, based on actual performance for 2022, by the average of the high and low prices of the class A common stock on the day preceding the grant date. Since the restricted stock units are payment in respect of a portion of the 2022 bonus, they are subject to immediate vesting. Each unit converts into a share of class A common stock on a one-for-one basis. |
| (4) | These performance-conditioned restricted stock units are scheduled to vest based on the achievement of certain revenue and AEBITDA goals over a three-year period (2023-2025). Each restricted stock unit converts into a share of class A common stock on a one-for-one basis. |