CUSIP No. 72814N 104 |
13D |
Page 2 of 7 |
1 |
Name of Reporting Person
I.R.S. IDENTIFICATION OF ABOVE
PERSON |
|
AP Gaming VoteCo, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(a) ¨ |
|
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS |
|
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |
¨ |
6 |
citizenship or place of organization |
|
Delaware |
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole voting power |
|
8 |
shared voting power |
0 shares |
9 |
sole dispositive power |
|
10 |
shared dispositive power |
0 shares |
11 |
aggregate amount beneficially owned by each reporting person |
|
0 shares |
12 |
check box if the aggregate
amount in row (11) excludes certain shares*
¨ |
13 |
percent of class represented by amount in row (11) |
|
0.0% |
14 |
type of reporting person |
|
OO |
CUSIP No. 72814N 104 |
13D |
Page 3 of 7 |
1 |
Name of Reporting Person
I.R.S. IDENTIFICATION OF ABOVE
PERSON |
|
Eric L. Press |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(a) ¨ |
|
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS |
|
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |
¨ |
6 |
citizenship or place of organization |
|
U.S. |
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole voting power |
|
8 |
shared voting power |
0 shares |
9 |
sole dispositive power |
|
10 |
shared dispositive power |
0 shares |
11 |
aggregate amount beneficially owned by each reporting person |
|
0 shares |
12 |
check box if the aggregate
amount in row (11) excludes certain shares*
¨ |
13 |
percent of class represented by amount in row (11) |
|
0.0% |
14 |
type of reporting person |
|
IN |
CUSIP No. 72814N 104 |
13D |
Page 4 of 7 |
1 |
Name of Reporting Person
I.R.S. IDENTIFICATION OF ABOVE
PERSON |
|
David Sambur |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(a) ¨ |
|
|
(b) x |
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS |
|
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |
¨ |
6 |
citizenship or place of organization |
|
U.S. |
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole voting power |
|
8 |
shared voting power |
0 shares |
9 |
sole dispositive power |
|
10 |
shared dispositive power |
0 shares |
11 |
aggregate amount beneficially owned by each reporting person |
|
0 shares |
12 |
check box if the aggregate
amount in row (11) excludes certain shares*
¨ |
13 |
percent of class represented by amount in row (11) |
|
0.0% |
14 |
type of reporting person |
|
IN |
This Amendment
No. 5 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, (iv) Amendment No. 3 to Schedule 13D filed on March 5, 2019, and (v) Amendment No. 4 to
Schedule 13D filed on March 25, 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. 5 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 2 is hereby
amended and supplemented as follows:
VoteCo is managed
by its sole member, David Sambur, subject to the right of Eric L. Press, a senior partner at Apollo Global Management, Inc., to assume
joint control of management of VoteCo with Mr. Sambur upon written notice to VoteCo and its member(s).
| 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 November 17,
2022, Apollo Gaming Holdings, L.P. (“Holdings”) sold 8,208,076 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. 333-257677) filed with
the Securities and Exchange Commission on November 17, 2022, and the Underwriting Agreement (as defined below). Following such sale of
Common Stock by Holdings, Holdings no longer holds any shares of Common Stock of the Issuer.
(a) See also the
information contained on the cover pages of this Amendment No. 5 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 37,759,171 shares of Common Stock outstanding as
of November 3, 2022, as reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022.
(b) See the
information contained on the cover pages of this Amendment No. 5 to Schedule 13D, which is incorporated herein by reference.
(c) Except as described
in this Amendment No. 5 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) On November
17, 2022, the reporting persons ceased to be the beneficial owners of more than five percent of the Issuer’s Common Stock.
| Item 6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Underwriting
Agreement
On
November 14, 2022, the Issuer, Holdings as selling shareholder, and J.P. Morgan Securities LLC and B. Riley Securities, 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 8,208,076 shares of Common Stock of the Issuer.
Closing of the sale of the 8,208,076 shares of Common Stock sold by Holdings occurred on November 17, 2022. The Underwriting Agreement
contains certain customary representations, warranties and agreements by the Issuer and Holdings, conditions to closing, indemnification
rights and obligations of the parties and termination rights.
The
summary of the Underwriting Agreement as described in this Item 6 does not purport to be complete and is qualified in its entirety by
reference to the Underwriting Agreement, which is filed with this Amendment No. 5 to Schedule 13D as Exhibit 1, and is incorporated herein
by reference.
| Item 7. | Material
to Be Filed as Exhibits |
Exhibit 1: |
|
Underwriting Agreement dated November 14, 2022, by and among the
Issuer, J.P. Morgan Securities LLC and B. Riley Securities, 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 November 17, 2022). |
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.
Dated: November 21, 2022 |
|
|
|
|
AP GAMING VOTECO,
LLC |
|
|
|
By: |
/s/
David Sambur |
|
Name: David Sambur |
|
Title: Managing Member |
|
ERIC L. PRESS |
|
|
|
By: |
/s/
Eric L. Press |
|
|
|
DAVID SAMBUR |
|
|
|
By: |
/s/
David Sambur |