SEC Form 4 · accession 0000950142-18-000276
PlayAGS, Inc. · AGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Victor Gallo
Officer — GC, Secy. & Compliance Officer
Period of report
Jan 29, 2018
Accepted (ET)
Jan 31, 2018 · 5:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001593548
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock, par value $0.01F1 | Jan 29, 2018 | J | 18,665 | — | D | 0 | D | |
| Common Stock, par value $0.01F1 | Jan 29, 2018 | J | 29,011 | — | A | 29,011 | D | |
| Common Stock, par value $0.01 | Jan 30, 2018 | A | 1,200 | $16.00 | A | 30,211 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF2 | $6.43 | Jan 29, 2018 | M | 19,430 | A | — | Aug 8, 2024 | Common Stock, par value $0.01 | 19,430 | 19,430 | D |
| Employee Stock OptionF3 | $6.43 | Jan 29, 2018 | M | 19,429 | A | — | Aug 8, 2024 | Common Stock, par value $0.01 | 19,429 | 19,429 | D |
| Employee Stock OptionF4 | $6.43 | Jan 29, 2018 | M | 19,429 | A | — | Aug 8, 2024 | Common Stock, par value $0.01 | 19,429 | 19,429 | D |
Explanation of responses
- F1Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B Common Stock, par value $0.01 was reclassified into one share of common stock, par value $0.01. Concurrently with this reclassification, the registrant consummated a 1.5543 to 1 stock split of each share of common stock.
- F2The options vest in five equal annual installments beginning on 08/08/2015.
- F3The options vest and become exercisable (a) based on achievement of an Investor IRR equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor Investment (as such terms are defined in the Company's 2014 Long-Term Incentive Plan) or (b) on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $19.11 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our offering).
- F4The options vest and become exercisable (a) based on achievement of an Investor IRR equal to or in excess of 25%, subject to a minimum cash-on-cash return of 3.0 times the Investor Investment (as such terms are defined in the Company's 2014 Long-Term Incentive Plan) or (b) on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $22.93 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our offering).
Remarks
Exhibit 24.1: Power of Attorney