SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SciPlay Corp [ SCPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/20/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | (1) | 09/20/2019 | A | 23,399 | (1) | (1) | Class A Common Stock | 23,399 | $0 | 23,399 | D | ||||
Restricted Stock Units | (2) | 09/20/2019 | A | 23,399 | (2) | (2) | Class A Common Stock | 23,399 | $0 | 23,399 | D |
Explanation of Responses: |
1. The restricted stock units are scheduled to vest beginning on September 20, 2020 (5,849 shares) and the balance in three installments of 5,850 shares on each of September 20, 2021, September 20, 2022 and September 20, 2023. Each restricted stock unit converts into a share of class A common stock on a one-for-one basis. |
2. For full text of this footnote 2, see Remarks. |
Remarks: |
(Text to footnote 2) The restricted stock units are scheduled to vest beginning on September 20, 2020 (5,849 shares) and the balance in three installments of 5,850 shares on each of September 20, 2021, September 20, 2022 and September 20, 2023 (each, a "Vesting Date"), subject to the Company's achievement of annual revenue and adjusted EBITDA growth of 10% or more compared to actual revenue and adjusted EBITDA for the fiscal quarter ending June 30, 2019 (the "Goal"). If the Goal is met prior to the first Vesting Date, then all four annual installments will vest in accordance with the vesting schedule. If the Goal is met subsequent to the first Vesting Date, each annual installment relating to a Vesting Date that has already occurred will automatically vest upon achievement of the Goal and any remaining installments will vest in accordance with the vesting schedule. If the Goal has not been achieved by the end of the 2022 fiscal year, as determined by the Compensation Committee of the Board, all restricted stock units are forfeited. Each vested restricted stock unit converts into a share of class A common stock on a one-for-one basis. |
/s/ Su Shi, attorney-in-fact for Joshua J. Wilson | 09/23/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |