Statement of Changes in Beneficial Ownership (4)
March 17 2021 - 4:03PM
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
*
Wilson Joshua J. |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
C/O SCIPLAY CORPORATION, 6601 BERMUDA ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2021 |
(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 | 3/15/2021 | | M | | 256710 | A | $0 | 275856 | D | |
Class A Common Stock | 3/15/2021 | | F | | 97383 | D | $16.75 (1) | 178473 | 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) | 3/15/2021 | | M | | | 227272 | (2) | (2) | Class A Common Stock | 227272 | $0 | 0 | D | |
Restricted Stock Units | (3) | 3/15/2021 | | M | | | 29438 | (3) | (3) | Class A Common Stock | 29438 | $0 | 0 | D | |
Restricted Stock Units | (4) | 3/15/2021 | | A | | 29859 | | (4) | (4) | Class A Common Stock | 29859 | $0 | 29859 | D | |
Restricted Stock Units | (5) | 3/15/2021 | | A | | 45000 | | (5) | (5) | Class A Common Stock | 45000 | $0 | 45000 | D | |
Explanation of Responses: |
(1) | Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units ("RSUs"). |
(2) | Represents cliff vesting of the 364,218 RSUs granted on May 7, 2019, subject to the achievement of certain levels of revenue and AEBITDA improvement over a three-year period (2018-2020). Based on the level of achievement, 227,272 RSUs vested and converted into shares of class A common stock on a one-for-one basis. |
(3) | Represents cliff vesting of the 31,250 RSUs granted on May 7, 2019, subject to the achievement of certain levels of revenue and AEBITDA improvement with respect to the Company's 2020 fiscal year. Based on the level of achievement, 29,438 RSUs vested and converted into shares of class A common stock on a one-for-one basis. |
(4) | These performance-conditioned RSUs will vest based on the achievement of certain performance conditions with respect to the Company's 2021 fiscal year. Each RSU converts into a share of class A common stock on a one-for-one basis. |
(5) | The RSUs are scheduled to vest in two equal installments beginning on March 15, 2022. Each RSU 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 |
Wilson Joshua J. C/O SCIPLAY CORPORATION 6601 BERMUDA ROAD LAS VEGAS, NV 89119 | X |
| CEO |
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Signatures
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/s/ Melissa Bengtson, attorney-in-fact for Joshua J. Wilson | | 3/16/2021 |
**Signature of Reporting Person | Date |
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