Statement of Changes in Beneficial Ownership (4)
April 13 2023 - 6:52AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Chau On |
2. Issuer Name and Ticker or Trading Symbol
Playtika Holding Corp.
[
PLTK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
RM 2506, PACIFIC PLACE APARTMENTS, PACIFIC PLACE, 88 QUEENSWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/11/2023 |
(Street)
HONG KONG, K3 00000 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/11/2023 | | S | | 300000 | D | $11.7338 (4) | 80810506 | I (1)(2)(3) | See footnotes (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | 8th Wonder Corporation, which is 100% owned by Trustworthy Group Ltd, beneficially owned directly 40,905,253 of the total reported securities. By virtue of the above, Trustworthy Group Ltd beneficially owned 40,905,253 shares of common stock of the Issuer. Ms. On Chau is the sole shareholder of Trustworthy Group Ltd. |
(2) | Hotlink Investment Limited, which is 100% owned by Infinite Bandwidth Limited, beneficially owned directly 39,905,253 of the total reported securities. By virtue of the above, Infinite Bandwidth Limited beneficially owned 39,905,253 shares of common stock of the Issuer. On Chau is the sole shareholder of Infinite Bandwidth Limited. |
(3) | By virtue of the above, On Chau beneficially owned 80,810,506 shares of common stock of the Issuer. |
(4) | This constitutes the weighted average price. The prices ranged from $11.41 to $11.98. The Reporting Person will provide upon request by the Securities and Exchange Commission staff (the "SEC Staff"), the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
Remarks: The beneficial ownership of the shares of Common Stock reported herein exceeds 10%, based on the Issuer's most recently announced number of shares of Common Stock outstanding in its Form 10-K as filed with the SEC on February 28, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chau On RM 2506, PACIFIC PLACE APARTMENTS PACIFIC PLACE, 88 QUEENSWAY HONG KONG, K3 00000 |
| X |
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8th Wonder Corp SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6 THE GATEWAY, HARBOUR CITY, KOWLOON HONG KONG, K3 00000 |
| X |
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Hotlink Investment Ltd SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6 THE GATEWAY, HARBOUR CITY, KOWLOON HONG KONG, K3 00000 |
| X |
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Infinite Bandwidth Ltd SEA MEADOW HOUSE, P.O. BOX 116 ROAD TOWN TORTOLA, D8 00000 |
| X |
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Trustworthy Group Ltd. SEA MEADOW HOUSE, P.O. BOX 116 ROAD TOWN TORTOLA, D8 00000 |
| X |
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Signatures
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On Chau By: /s/ On Chau | | 4/13/2023 |
**Signature of Reporting Person | Date |
8th Wonder Corporation By: /s/ Cao Bo, Director | | 4/13/2023 |
**Signature of Reporting Person | Date |
Hotlink Investment Limited By: /s/ Cao Bo, Director | | 4/13/2023 |
**Signature of Reporting Person | Date |
Infinite Bandwidth Limited By: /s/ Cao Bo, Director | | 4/13/2023 |
**Signature of Reporting Person | Date |
Trustworthy Group Ltd. By: /s/ Cao Bo, Director | | 4/13/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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