MGM Resorts International - Jun 21, 2021 Form 3 Insider Report for PLAYSTUDIOS, Inc. (MYPS)

Role: 10%+ Owner
Signature: MGM Resorts International, By: /s/ Jessica Cunningham, Senior Vice President, Legal Counsel and Assistant Secretary
Stock symbol: MYPS
Transactions as of: Jun 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/1/2021, 04:35 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MYPS	Class A Common Stock						16.6M	Jun 21, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MYPS	Earnout Shares							Jun 21, 2021	Class A Common Stock	2.09M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	A contingent right to receive shares of Class A Common Stock (the "Earnout Shares") from the Issuer in two equal tranches if the closing share price of Class A Common Stock exceeds certain share price thresholds, such right representing part of the merger consideration pursuant to the Agreement and Plan of Merger, dated as of February 1, 2021 (the "Merger Agreement"), by and among PlayStudios, Inc., Acies Acquisition Corp., Catalyst Merger Sub I, Inc., and Catalyst Merger Sub II, LLC.
F2	Payable in two equal tranches if the closing price of the Class A Common Stock exceeds $12.50 per share and $15.00 per share, respectively, for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the June 21, 2021 (the "Closing Date") and ending no later than the five-year anniversary of the Closing Date. The contingent right to receive shares based on achievement of the applicable share price threshold will be forfeited if such threshold is not achieved by the fifth anniversary of the Closing Date. The share price thresholds and the number of Earnout Shares to be issued are to be equitably adjusted for any subdivision, stock split, stock dividend, reorganization, combination, recapitalization or similar transaction affecting the shares of Class A Common Stock.
F3	(Continued from footnote 2) Share price thresholds also may be deemed to have been achieved under certain circumstances involving an Earnout Strategic Transaction, as defined in the Merger Agreement, such as a merger or sale of the Issuer.