SEC FORM 4 SEC Form 4
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
 
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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*
Chau On

(Last) (First) (Middle)
RM 2506, PACIFIC PLACE APARTMENTS
PACIFIC PLACE, 88 QUEENSWAY

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Playtika Holding Corp. [ PLTK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 04/26/2023 S 78,810,506 D $7.93(4)(5) 2,000,000 I(1)(2)(3) See footnotes(1)(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Chau On

(Last) (First) (Middle)
RM 2506, PACIFIC PLACE APARTMENTS
PACIFIC PLACE, 88 QUEENSWAY

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
8th Wonder Corp

(Last) (First) (Middle)
SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6
THE GATEWAY, HARBOUR CITY, KOWLOON

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hotlink Investment Ltd

(Last) (First) (Middle)
SUITES 1901-2 & 14, 19TH FLOOR, TOWER 6
THE GATEWAY, HARBOUR CITY, KOWLOON

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Infinite Bandwidth Ltd

(Last) (First) (Middle)
SEA MEADOW HOUSE, P.O. BOX 116
ROAD TOWN

(Street)
TORTOLA D8 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trustworthy Group Ltd.

(Last) (First) (Middle)
SEA MEADOW HOUSE, P.O. BOX 116
ROAD TOWN

(Street)
TORTOLA D8 00000

(City) (State) (Zip)
Explanation of Responses:
1. 8th Wonder Corporation ("8th Wonder"), which is 100% owned by Trustworthy Group Ltd, beneficially owned directly 1,500,000 of the total reported securities. By virtue of the above, Trustworthy Group Ltd beneficially owned 1,500,000 shares of common stock of the Issuer. Ms. On Chau is the sole shareholder of Trustworthy Group Ltd.
2. Hotlink Investment Limited ("Hotlink"), which is 100% owned by Infinite Bandwidth Limited, beneficially owned directly 500,000 of the total reported securities. By virtue of the above, Infinite Bandwidth Limited beneficially owned 500,000 shares of common stock of the Issuer. On Chau is the sole shareholder of Infinite Bandwidth Limited.
3. By virtue of the above, On Chau beneficially owned 2,000,000 shares of common stock of the Issuer.
4. On April 26, 2023, 8th Wonder and Hotlink entered into a share purchase agreement ("SPA") with Fortune Bliss Ventures Limited ("Fortune"), pursuant to which Fortune has agreed to purchase (i) 39,405,253 Shares ("8th Wonder Shares") from 8th Wonder and (ii) 39,405,253 Shares ("Hotlink Shares," together with the 8th Wonder Shares, the "Sale Shares") from Hotlink at a total per Share price of $7.93 per Share (subject to adjustments for dividends received), subject to Fortune's due diligence investigation of the Issuer and the Sale Shares.
5. The parties expect that consummation of the transaction contemplated by the SPA ("Closing") will occur on or prior to July 31, 2023, with Fortune having a right to extend the Closing until August 31, 2023.
Remarks:
The beneficial ownership of the shares of Common Stock reported herein exceeds 10%, based on the Issuer's most recently announced number of shares of Common Stock outstanding in its Form 10-K as filed with the SEC on February 28, 2023.
On Chau By: /s/ On Chau 04/28/2023
8th Wonder Corporation By: /s/ Cao Bo, Director 04/28/2023
Hotlink Investment Limited By: /s/ Cao Bo, Director 04/28/2023
Infinite Bandwidth Limited By: /s/ Cao Bo, Director 04/28/2023
Trustworthy Group Ltd. By: /s/ Cao Bo, Director 04/28/2023
** 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).
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