SEC Info - Gallo Victor - ‘4’ for 10/20/21 re: PlayAGS, Inc.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gallo Victor

(Last)

(First)

(Middle)

6775 S. EDMOND ST., STE. 300

(Street)

LAS VEGAS

89118

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PlayAGS, Inc. [ AGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
10/20/21

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/27/22		M		10,552	A	⁽¹⁾	119,628 ⁽²⁾	D
Common Stock ⁽³⁾	9/27/22		F		4,153	D	$6.13	115,475 ⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Unit	⁽⁴⁾	9/27/22		M			10,552	⁽⁶⁾	⁽⁶⁾	Common Stock	10,552	⁽⁵⁾	73,862	D
Phantom Stock Units	⁽⁴⁾	10/20/21 ⁽⁷⁾		A		42,207		⁽⁶⁾	⁽⁶⁾	Common Stock	42,207	$0	42,207	D
Phantom Stock Units	⁽⁴⁾	10/20/21 ⁽⁷⁾		A		42,207		⁽⁸⁾	⁽⁸⁾	Common Stock	42,207	$0	88,414	D

Explanation of Responses:

(1) Each share of phantom stock was the economic equivalent of one share of PlayAGS, Inc. common stock. The Company settled 100% of these shares of phantom stock for shares of PlayAGS, Inc. common stock.

(2) Excluded from the calculation of the amount of beneficially owned securities are 16,155 unvested restricted stock units held by the reporting person as of transaction date.

(3) Exempt transaction pursuant to Rule 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the vesting of restricted shares, as approved by the Issuer's board of directors in accordance with Rule 16b-3. All of the shares reported as disposed of on this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the settlement of vested restricted shares. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

(4) Each phantom stock unit represents a contingent right to receive one share of PlayAGS common stock or cash.

(5) Each share of phantom stock was the economic equivalent of one share of PlayAGS, Inc. common stock. The Company settled 100% of these shares of phantom stock for shares of PlayAGS, Inc. common stock.

(6) The PSUs vest ratably in equal annual installments on each of the first four anniversaries following 9/21/21, subject generally to the participant's continued employment through the vesting date.

(7) This late filing is due to an inadvertent administrative error and not any error of the reporting person.

(8) The PSUs vest on the first day that the average closing price per share of the company's common stock for the prior 60 consecutive trading days exceeds $9.06, but only if such achievement occurs prior to 9/21/25, and if such achievement occurs prior to 9/21/22, the vesting shall not occur until 9/21/22, in each case, subject generally to the participant's continued employment through the vesting date.

Remarks:

	/s/Victor Gallo	9/29/22
	** 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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Gallo Victor – ‘4’ for 10/20/21 re: PlayAGS, Inc.

On: Friday, 9/30/22, at 8:18pm ET · For: 10/20/21 · As: Officer · Accession #: 1593968-22-1460 · File #: 1-38357

Previous ‘4’: ‘4’ on 9/22/22 for 9/20/22 · Next & Latest: ‘4’ on 1/19/23 for 1/17/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Gallo Victor – ‘4’ for 10/20/21 re: PlayAGS, Inc.

On: Friday, 9/30/22, at 8:18pm ET · For: 10/20/21 · As: Officer · Accession #: 1593968-22-1460 · File #: 1-38357

Previous ‘4’: ‘4’ on 9/22/22 for 9/20/22 · Next & Latest: ‘4’ on 1/19/23 for 1/17/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents