Statement of Changes in Beneficial Ownership (4)
September 22 2020 - 4:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Cody Michael D. |
2. Issuer Name and Ticker or Trading Symbol
SciPlay Corp
[
SCPL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO |
(Last)
(First)
(Middle)
C/O SCIPLAY CORPORATION, 6601 BERMUDA ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/20/2020 |
(Street)
LAS VEGAS, NV 89119
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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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Class A Common Stock | 9/20/2020 | | M | | 3268 | A | $0 | 4268 | D | |
Class A Common Stock | 9/20/2020 | | F | | 974 | D | $15.13 (1) | 3294 | D | |
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 |
Restricted Stock Units | (2) | 9/20/2020 | | M | | | 1634 | (2) | (2) | Class A Common Stock | 1634 | $0 | 4903 | D | |
Restricted Stock Units | (3) | 9/20/2020 | | M | | | 1634 | (3) | (3) | Class A Common Stock | 1634 | $0 | 4903 | D | |
Restricted Stock Units | (4) | 9/21/2020 | | A | | 5770 | | (4) | (4) | Class A Common Stock | 5770 | $0 | 5770 | D | |
Restricted Stock Units | (5) | 9/21/2020 | | A | | 5770 | | (5) | (5) | Class A Common Stock | 5770 | $0 | 5770 | D | |
Explanation of Responses: |
(1) | Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units. |
(2) | Represents vesting of one-fourth of restricted stock units granted on September 20, 2019. The balance of the award is scheduled to vest in two equal installments of 1,634 shares on each of September 20, 2021 and September 20, 2022 and a final installment of 1,635 shares on September 20, 2023. Each restricted stock unit converts into a share of class A common stock on a one-for-one basis. |
(3) | Represents vesting of one-fourth of restricted stock units granted on September 20, 2019. These restricted stock units were granted subject to achievement of a performance condition, which condition was determined to have been achieved. Therefore, the balance of the award is scheduled to vest in two equal installments of 1,634 shares on each of September 20, 2021 and September 20, 2022 and a final installment of 1,635 shares on September 20, 2023. Each restricted stock unit converts into a share of class A common stock on a one-for-one basis. |
(4) | The restricted stock units are scheduled to vest beginning on September 21, 2021 (1,442 shares) and the balance in three installments of 1,443 shares on September 21, 2022, 1,442 shares on September 21, 2023 and 1,443 shares on September 21, 2024. Each restricted stock unit converts into a share of class A common stock on a one-for-one basis. |
(5) | The restricted stock units were granted subject to achievement of a performance condition. The restricted stock units vest on the same time-vesting schedule described in Footnote 4, except that no restricted stock units will vest until the achievement of the performance condition. Each restricted stock unit converts into a share of class A common stock on a one-for-one basis. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cody Michael D. C/O SCIPLAY CORPORATION 6601 BERMUDA ROAD LAS VEGAS, NV 89119 |
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| CFO |
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Signatures
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/s/ Melissa Bengtson, Attorney-in-Fact for Michael D. Cody | | 9/22/2020 |
**Signature of Reporting Person | Date |
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