UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
PLAYSTUDIOS, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
72815G108
(CUSIP Number)
June 21, 2021
(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)
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| ☑ |
Rule 13d-1(c)
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| ☐ |
Rule 13d-1(d)
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| * |
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.
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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.
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72815G108
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|
1
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NAME OF REPORTING PERSON
Activision Publishing, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
12,677,398
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|
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7
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SOLE DISPOSITIVE POWER
0
|
|
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8
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SHARED DISPOSITIVE POWER
12,677,398
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,677,398
|
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%1
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12
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TYPE OF REPORTING PERSON
CO
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________________________
| 1 |
All percentages of Class A Common Stock contained herein are based on 109,623,364 shares outstanding as of June 21, 2021, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2021.
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CUSIP No.
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72815G108
|
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1
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NAME OF REPORTING PERSON
Activision Entertainment Holdings, Inc.
|
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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
12,677,398
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
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SHARED DISPOSITIVE POWER
12,677,398
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,677,398
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%
|
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No.
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72815G108
|
|
1
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NAME OF REPORTING PERSON
Activision Blizzard, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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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
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SHARED VOTING POWER
12,677,398
|
|
|
7
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SOLE DISPOSITIVE POWER
0
|
|
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8
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SHARED DISPOSITIVE POWER
12,677,398
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,677,398
|
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%
|
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12
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TYPE OF REPORTING PERSON
CO
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| Item 1(a) |
Name of Issuer
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The name of the issuer is PLAYSTUDIOS, Inc. (the “Issuer”).
| Item 1(b) |
Address of Issuer’s Principal Executive Offices
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The Issuer’s principal executive offices are located at: 10150 Covington Cross Drive, Las Vegas, Nevada 89144.
| Item 2(a) |
Name of Person Filing
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This statement is filed by:
| (i) |
Activision Publishing, Inc., a Delaware corporation, which directly holds the Class A Common Stock of the Issuer;
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| (ii) |
Activision Entertainment Holdings, Inc., a Delaware corporation, which is the holder of all the issued and outstanding shares of Activision Publishing, Inc. and may
therefore be deemed to beneficially own the Class A Common Stock beneficially owned thereby; and
|
| (iii) |
Activision Blizzard, Inc., a Delaware corporation, which is the holder of all the issued and outstanding shares of Activision Entertainment Holdings, Inc. and may
therefore be deemed to beneficially own the Class A Common Stock beneficially owned thereby.
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The Joint Filing Agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the
Exchange Act is attached as Exhibit A herein.
| Item 2(b) |
Address or Principal Business Office or, if None, Residence
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The mailing address of each Reporting Person is: 3100 Ocean Park Boulevard, Santa Monica, CA 90405.
| Item 2(c) |
Citizenship
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See Item 4 of each of the cover pages.
| Item 2(d) |
Title of Class of Securities
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Class A Common Stock, par value $0.0001 per share.
| Item 2(e) |
CUSIP No.
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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:
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| (a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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| (b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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| (c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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| (d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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| (e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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| (f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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| (g) |
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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| (h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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| (i) |
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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| (j) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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| Item 4. |
Ownership
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| (k) |
Amount Beneficially Owned: See Item 9 of each of the cover pages.
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| (l) |
Percent of Class: See Item 11 of each of the cover pages.
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| (m) |
Number of Shares as to which such person has:
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| (i) |
Sole power to vote or direct the vote: See Item 5 of each of the cover pages.
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| (ii) |
Shared power to vote or direct the vote: See Item 6 of each of the cover pages.
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| (iii) |
Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.
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| (iv) |
Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.
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| Item 5. |
Ownership of Five Percent or Less of a Class
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Not applicable.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not applicable.
| Item 9. |
Notice of Dissolution of Group
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Not applicable.
| Item 10. |
Certification
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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.
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: July 1, 2021
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ACTIVISION PUBLISHING, INC.
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By:
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/s/ Grant Dixton
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Name:
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Grant Dixton
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Title:
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Chief Legal Officer
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ACTIVISION ENTERTAINMENT HOLDINGS, INC.
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By:
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/s/ Grant Dixton
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Name:
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Grant Dixton
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Title:
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Chief Legal Officer
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ACTIVISION BLIZZARD, INC.
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By:
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/s/ Grant Dixton
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Name:
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Grant Dixton
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Title:
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Chief Legal Officer
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Exhibit A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that the foregoing statement on Schedule
13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning such person contained herein or therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to the extent that such person knows or has reason to believe that such information is inaccurate.
Dated this 1st day of July 2021.
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ACTIVISION PUBLISHING, INC.
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By:
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/s/ Grant Dixton
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Name:
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Grant Dixton
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Title:
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Chief Legal Officer
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ACTIVISION ENTERTAINMENT HOLDINGS, INC.
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By:
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/s/ Grant Dixton
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Name:
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Grant Dixton
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Title:
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Chief Legal Officer
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ACTIVISION BLIZZARD, INC.
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By:
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/s/ Grant Dixton
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Name:
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Grant Dixton
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Title:
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Chief Legal Officer
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