SEC Form 4 · accession 0000950142-18-000278
PlayAGS, Inc. · AGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Lopez
Officer — Chief Executive 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 |
|---|---|---|---|---|---|---|---|---|
| Restricted Shares of Class B Common Stock, par value $0.01F2,F1 | Jan 29, 2018 | J | 50,000 | — | D | 0 | D | |
| Restricted Shares of Common Stock, par value $0.01F2,F1 | Jan 29, 2018 | J | 77,715 | — | A | 77,715 | D | |
| Class B Common Stock, par value $0.01F1 | Jan 29, 2018 | J | 20,000 | — | D | 0 | D | |
| Common Stock, par value $0.01F1 | Jan 29, 2018 | J | 31,086 | — | A | 31,086 | 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 Option | $6.43 | Jan 29, 2018 | M | 46,629 | A | Apr 28, 2014 | Apr 28, 2024 | Common Stock, par value $0.01 | 46,629 | 46,629 | D |
| Employee Stock OptionF3 | $6.43 | Jan 29, 2018 | M | 116,575 | A | — | Apr 28, 2024 | Common Stock, par value $0.01 | 116,575 | 116,575 | D |
| Employee Stock OptionF4 | $6.43 | Jan 29, 2018 | M | 116,573 | A | — | Apr 28, 2024 | Common Stock, par value $0.01 | 116,573 | 116,573 | D |
| Employee Stock OptionF5 | $6.43 | Jan 29, 2018 | M | 116,573 | A | — | Apr 28, 2024 | Common Stock, par value $0.01 | 116,573 | 116,573 | 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 restricted shares vest in five equal annual installments beginning on 4/28/2015.
- F3The options vest in five equal annual installments beginning on 4/28/2015.
- F4The 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).
- F5The 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