This Amendment No. 4 to Schedule 13D supplements and amends (i) the Statement on Schedule 13D filed with the Securities and Exchange Commission on February 6, 2018, (ii) Amendment No. 1 to Schedule 13D filed on May 16, 2018, (iii) Amendment No. 2 to Schedule 13D filed on August 15, 2018, and (iv) Amendment No. 3 to Schedule 13D filed on March 5, 2019, 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. 4 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 March 21, 2019, Apollo Gaming Holdings, L.P. (Holdings) sold 4,000,000 shares of Common Stock pursuant to an underwritten offering (the Offering), as described in the Issuers Rule 424(b)(1) prospectus supplement (File No. 333-226615) filed with the Securities and Exchange Commission on March 20, 2019, and the Underwriting Agreement (as defined below). Following such sale of Common Stock by Holdings, Holdings is the record holder of an aggregate of 8,208,076 shares of Common Stock, representing approximately 23.2% 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. 4 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 35,358,424 shares of Common Stock outstanding as of March 1, 2019, as reported by the Issuer on its Form 10-K filed with the Securities and Exchange Commission on March 5, 2019.
(b)
See the information contained on the cover pages of this Amendment No. 4 to Schedule 13D, which is incorporated herein by reference.
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(c)
Except as described in this Amendment No. 4 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.
(d)
Not applicable.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Underwriting Agreement
On March 18, 2019, the Issuer, Holdings as selling shareholder, and Morgan Stanley & Co. LLC and Jefferies LLC, 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 4,000,000 shares of Common Stock of the Issuer. Closing of the sale of the 4,000,000 shares of Common Stock sold by Holdings occurred on March 21, 2019.
Lock-up Agreement
In connection with the Offering, Holdings and VoteCo, among others, each agreed to enter into a lock-up agreement, dated March 18, 2019 (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 30 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 Morgan Stanley & Co. LLC and Jefferies LLC 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. 4 to Schedule 13D as Exhibits 1 and 2, respectively, and are incorporated herein by reference.
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