AGS PlayAGS Inc

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This Amendment No. 2 to Schedule 13D supplements and amends (i) the Statement on Schedule 13D filed on February 6, 2018, and (ii) Amendment No. 1 to Schedule 13D filed on May 16, 2018, with respect to the common stock, par value $0.01 per share (the “Common Stock”) of PlayAGS, Inc. (the “Issuer”).

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on February 6, 2018, as amended.

Responses to each item of this Amendment No. 2 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1.          Security and Issuer

Item 2.          Identity and Background

Item 3.          Source and Amount of Funds or Other Consideration

Item 4.          Purpose of Transaction

Item 5.          Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented as follows:

On August 13, 2018, Apollo Gaming Holdings, L.P. (“Holdings”) sold 5,500,000 shares of Common Stock pursuant to an underwritten offering (the “Offering”), as described in the Issuer’s Rule 424(b)(1) prospectus supplement (File No. 333-226615) filed with the Securities and Exchange Commission on August 10, 2018 (the “Final Prospectus), and the Underwriting Agreement (as defined below).  On August 15, 2018, Holdings sold an additional 825,000 shares of Common Stock pursuant to the Offering.  Following such sales of Common Stock by Holdings, Holdings is the record holder of an aggregate of 12,208,076 shares of Common Stock, representing approximately 34.6% of the outstanding Common Stock of the Issuer.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all of the shares of Common Stock held of record by Holdings are beneficially owned by VoteCo pursuant to the Irrevocable Proxy that grants VoteCo sole voting and sole dispositive power with respect to all such shares.  Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose.

(a) See also the information contained on the cover pages of this Amendment No. 2 to Schedule 13D, which is incorporated herein by reference.  The percentage of Common Stock reported as beneficially owned by the Reporting Persons is based on 35,262,456 shares of Common Stock issued and outstanding as of August 1, 2018, as reported by the Issuer in the Final Prospectus.

(b)          See the information contained on the cover pages of this Amendment No. 2 to Schedule 13D, which is incorporated herein by reference.

(c) Except as described in this Amendment No. 2 to Schedule 13D, there have been no reportable transactions by the Reporting Persons with respect to the Common Stock of the Issuer within the last 60 days.

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(d)          Not applicable.

(e)           Not applicable.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by inserting the following:

Underwriting Agreement

On August 8, 2018, the Issuer, Holdings as selling shareholder, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC and Macquarie Capital (USA) Inc., as the representatives of the underwriters named therein (the “Underwriters”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with respect to, among other things, the sale by Holdings of 5,500,000 shares of Common Stock of the Issuer, and, at the option of the Underwriters, the sale by Holdings of up to 825,000 additional shares of Common Stock (the “Option Shares”).  Closing of the sale of the 5,500,000 shares of Common Stock sold by Holdings occurred on August 13, 2018, while closing of the sale of the Option Shares occurred on August 15, 2018.

Lock-up Agreement

In connection with the Offering, Holdings and VoteCo, among others, each agreed to enter into a lock-up agreement, dated August 8, 2018 (the “Lock-Up Agreement”), with the Underwriters, pursuant to which Holdings and VoteCo agreed that for the period beginning on the date of the Lock-Up Agreement and ending on and including the date that is 45 days after the public offering date set forth in the Final Prospectus (the “Lock-Up Period”), except with the prior written consent of the Underwriters, Holdings would not, among other things and subject to certain exceptions, (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly, or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into a transaction that would have the same effect; (ii) enter into, or publicly disclose the intent to enter into, any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) make any demand for or exercise any right with respect to, the registration of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, other than a demand for or exercise of a right with respect to a confidential or non-public submission for registration of any Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock, provided that (a) no public announcement of such demand or exercise of rights, or such submission, is made, (b) if any demand was made for, or any right exercised with respect to, such registration, no public announcement of such demand or exercise is made, (c) the Issuer, Holdings or VoteCo provides each of Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. with written notice at least two business days prior to such confidential submission, and (d) no such submission becomes a publicly available registration statement during the Lock-Up Period.

The summary of the Underwriting Agreement and the Lock-Up Agreement as described in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and the Lock-Up Agreement, respectively, which are filed with this Amendment No. 2 to Schedule 13D as Exhibits 1 and 2, respectively, and are incorporated herein by reference.

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Item 7.          Material to be Filed as Exhibits

Exhibit 1:                    Underwriting Agreement dated August 8, 2018, by and among the Issuer, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC and Macquarie Capital (USA) Inc. as representatives of the underwriters named therein, and Apollo Gaming Holdings, L.P. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-38357) filed by the Issuer with the Securities and Exchange Commission on August 13, 2018)

Exhibit 2:                    Form of Lock-Up Agreement by and among Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC and Macquarie Capital (USA) Inc. and, among others, each of Apollo Gaming Holdings, L.P. and AP Gaming VoteCo, LLC (incorporated by reference to Exhibit G to the Underwriting Agreement filed as Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-38357) filed by the Issuer with the Securities and Exchange Commission on August 13, 2018)

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SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

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