Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

PLAYSTUDIOS, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

72815G108

(CUSIP Number)

June 7, 2024

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 72815G108

 

1		NAME OF REPORTING PERSON    Activision Publishing, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    0
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    0%
12		TYPE OF REPORTING PERSON    CO

 

2

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CUSIP No. 72815G108

 

1		NAME OF REPORTING PERSON    Activision Entertainment Holdings, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    0
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    0%
12		TYPE OF REPORTING PERSON    CO

 

3

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CUSIP No. 72815G108

 

1		NAME OF REPORTING PERSON    Activision Blizzard, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    0
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    0%
12		TYPE OF REPORTING PERSON    CO

 

4

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CUSIP No. 72815G108

 

1		NAME OF REPORTING PERSON    Microsoft Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Washington

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER    0
				6		SHARED VOTING POWER    0
				7		SOLE DISPOSITIVE POWER    0
				8		SHARED DISPOSITIVE POWER    0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    0
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    0%
12		TYPE OF REPORTING PERSON    CO

 

5

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Item 1(a)

Name of Issuer

PLAYSTUDIOS, Inc. (the “Issuer”).

 

Item 1(b)

Address of Issuer’s Principal Executive Offices

10150 Covington Cross Drive, Las Vegas, Nevada 89144.

 

Item 2(a)

Name of Person Filing

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

(i)

Activision Publishing, Inc., a Delaware corporation;

 

(ii)

Activision Entertainment Holdings, Inc., a Delaware corporation;

 

(iii)

Activision Blizzard, Inc., a Delaware corporation; and

 

(iv)

Microsoft Corporation, a Washington corporation.

Activision Publishing, Inc. is a wholly owned subsidiary of Activision Entertainment Holdings, Inc. Activision Entertainment Holdings, Inc. is a wholly owned subsidiary of Activision Blizzard, Inc. Activision Blizzard, Inc. is a wholly owned subsidiary of Microsoft Corporation. By virtue of these relationships, Microsoft Corporation, Activision Entertainment Holdings, Inc. and Activision Blizzard, Inc. may have been deemed to beneficially own the securities held directly by Activision Publishing, Inc. but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Activision Publishing, Inc.) was the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Item 2(b)

Address or Principal Business Office or, if None, Residence

The mailing address of each of Activision Publishing, Inc., Activision Entertainment Holdings, Inc. and Activision Blizzard, Inc. is:

2701 Olympic Boulevard, Building B

Santa Monica, CA 90404

The mailing address of Microsoft Corporation is:

One Microsoft Way

Redmond, WA 98052-6399

 

Item 2(c)

Citizenship

See Item 4 of each of the cover pages.

 

Item 2(d)

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

Item 2(e) CUSIP No.

72815G108

 

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

 

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Item 4.

Ownership

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.

As of the date hereof, Activision Publishing, Inc. no longer own any shares of Class A Common Stock. As such, as of the date hereof, the Reporting Persons are no longer beneficial owners of more than 5% of the Class A Common Stock of the Issuer. This filing represents an exit filing for the Reporting Persons.

This Schedule 13G does not include the 2,132,082 shares of Class A Common Stock that Activision Publishing, Inc. has the right to receive, payable in two equal tranches (“Earnout Shares”), if (i) the closing price of 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, which such Earnout Shares expire if the relevant vesting metric is not met by the five-year anniversary of the Closing Date.

Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Earnout Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Earnout Shares.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 11, 2024

 

ACTIVISION PUBLISHING, INC.
By:		/s/ Keith R. Dolliver
		Name:		Keith R. Dolliver
		Title:		Vice President
ACTIVISION ENTERTAINMENT HOLDINGS, INC.
By:		/s/ Keith R. Dolliver
		Name:		Keith R. Dolliver
		Title:		President
ACTIVISION BLIZZARD, INC.
By:		/s/ Keith R. Dolliver
		Name:		Keith R. Dolliver
		Title:		President
MICROSOFT CORPORATION
By:		/s/ Keith R. Dolliver
		Name:		Keith R. Dolliver
		Title:		Corporate Secretary

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