PLAYSTUDIOS SC 13G / Activision Blizzard ownership change

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)

☑

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	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.

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).

CUSIP No.

72815G108

1	NAME OF REPORTING PERSON Activision Publishing, Inc.
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	SHARED DISPOSITIVE POWER 12,677,398

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,677,398
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.6%¹
12	TYPE OF REPORTING PERSON CO

________________________

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.

CUSIP No.

72815G108

1	NAME OF REPORTING PERSON Activision Entertainment Holdings, Inc.
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	SHARED DISPOSITIVE POWER 12,677,398

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,677,398
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.6%
12	TYPE OF REPORTING PERSON CO

CUSIP No.

72815G108

1	NAME OF REPORTING PERSON Activision Blizzard, Inc.
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	SHARED DISPOSITIVE POWER 12,677,398

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,677,398
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.6%
12	TYPE OF REPORTING PERSON CO

Item 1(a)

Name of Issuer

The name of the issuer is PLAYSTUDIOS, Inc. (the “Issuer”).

Item 1(b)

Address of Issuer’s Principal Executive Offices

The Issuer’s principal executive offices are located at: 10150 Covington Cross Drive, Las Vegas, Nevada 89144.

Item 2(a)

Name of Person Filing

This statement is filed by:

(i)

Activision Publishing, Inc., a Delaware corporation, which directly holds the Class A Common Stock of the Issuer;

(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.

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

The mailing address of each Reporting Person is: 3100 Ocean Park Boulevard, Santa Monica, CA 90405.

Item 2(c)

Citizenship

See Item 4 of each of the cover pages.

Item 2(d)

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share.

Item 2(e)

CUSIP No.

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:

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(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).

(j)

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(k)

Amount Beneficially Owned: See Item 9 of each of the cover pages.

(l)

Percent of Class: See Item 11 of each of the cover pages.

(m)

Number of Shares as to which such person has:

(i)

Sole power to vote or direct the vote: See Item 5 of each of the cover pages.

(ii)

Shared power to vote or direct the vote: See Item 6 of each of the cover pages.

(iii)

Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.

(iv)

Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

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

ACTIVISION PUBLISHING, INC.


By:	/s/ Grant Dixton
	Name:	Grant Dixton
	Title:	Chief Legal Officer


ACTIVISION ENTERTAINMENT HOLDINGS, INC.


By:	/s/ Grant Dixton
	Name:	Grant Dixton
	Title:	Chief Legal Officer


ACTIVISION BLIZZARD, INC.


By:	/s/ Grant Dixton
	Name:	Grant Dixton
	Title:	Chief Legal Officer

PLAYSTUDIOS (MYPS) SC 13GPLAYSTUDIOS / Activision Blizzard ownership change