SEC Form SC 13D/A filed by International Game Technology (Amendment)

(Amendment No. 5)*

International Game Technology PLC

(Name of Issuer)

Ordinary shares, nominal value $0.10 per share

(Title of Class of Securities)

G4863A 108

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)

May 25, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.  

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)         Effective January 1, 2018, DeA Partecipazioni S.p.A., a wholly owned subsidiary of De Agostini S.p.A. (“De Agostini”), merged into De Agostini, resulting in the transfer of ownership of 10,073,006 ordinary shares from DeA Partecipazioni S.p.A. to De Agostini. Prior to January 1, 2018, De Agostini held 93,349,318 ordinary shares in International Game Technology PLC (“IGT PLC”). De Agostini is therefore now the sole Reporting Person under this Statement.

(2)         Pursuant to a loyalty plan implemented by IGT PLC, from and after April 7, 2018, any shareholder who held (or may in the future hold) ordinary shares continuously for a three-year period became (or will become) entitled to participate in the loyalty plan and, upon election, became (or will become) entitled to direct the voting rights with respect to one special voting share of $0.000001 (each a “Special Voting Share”) per ordinary share held for such period. Each Special Voting Share carries 0.9995 votes. De Agostini elected, effective as of May 25, 2018, to exercise its rights to participate in the loyalty plan with respect to all of its owned ordinary shares. De Agostini does not have the right to participate in the loyalty plan with respect to the ordinary shares pledged under the Forward Transaction. As of May 25, 2023, De Agostini has the right to direct the voting with respect to 85,422,324  Special Voting Shares. De Agostini has been advised that, as of such date, no other shareholders have elected to participate in the loyalty plan resulting in the right to direct the voting with respect to Special Voting Shares. As of March 20, 2023, there were 199,683,935 outstanding ordinary shares and, as of May 25, 2023, there are 85,422,324 Special Voting Shares with respect to which shareholders have the right to direct the voting. Therefore, De Agostini’s effective voting interest, as of May 25, 2023, is approximately 61.5% of the total voting power.

This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D amends and supplements the statement on Schedule 13D relating to the ordinary shares, nominal value $0.10 (the “ordinary shares”), of International Game Technology PLC (“IGT PLC” or the “Issuer”) filed by De Agostini S.p.A. (“De Agostini”) and DeA Partecipazioni S.p.A. (“DeA Partecipazioni” and, together with De Agostini, the “Reporting Entities”) on April 15, 2015 (the “Initial Schedule 13D”), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 (as so amended, the “Prior Schedule 13D”, and as amended by this Amendment No. 5, this “Schedule 13D”). Except as amended hereby, the Prior Schedule 13D remains in full force and effect and shall be read together with this Amendment No. 5. Capitalized terms used in this Amendment No. 5 but not otherwise defined herein have the meanings ascribed to them in the Prior Schedule 13D. This Amendment No. 5 amends Items 4, 5 and 6 as set forth below.

Item 4.                          Purpose of Transaction.

Item No. 4 of the Prior Schedule 13D is amended by adding the following after the last paragraph thereof:

De Agostini completed settlement of the third tranche of the Forward Transaction as of May 25, 2023.

Item 5.                          Interest in Securities of the Issuer.

Item No. 5 of the Initial Schedule 13D is amended and restated as follows:

(a)-(b) Item 3 of this Schedule 13D and Items 7 through 11 and 13 of the cover page of this Amendment No. 5 and the footnotes thereto are incorporated herein by reference.  Furthermore, the following persons listed in Items 2(a)-(c) above beneficially own, directly or through investment vehicles, ordinary shares for their personal accounts:

·                  Mr. Renzo (also known as Lorenzo) Pellicioli beneficially owns 102,435 ordinary shares;

·                  Mr. Marco Drago beneficially owns 32,649 ordinary shares; and

·                  Mr. Marco Sala beneficially owns 1,055,830 ordinary shares.

The persons named above have the sole voting power and sole dispositive power in respect of the entirety of the number of the ordinary shares indicated in this Item 5 (above). 

The description of the Forward Transaction in Items 4 and 6 of this Schedule 13D is incorporated herein by reference. In connection with its pledge of ordinary shares to the Dealer under the Forward Transaction (as discussed below), De Agostini will not have the right to direct the voting with respect to the Special Voting Shares corresponding to such pledged shares. The Dealer will also have, in the event of a De Agostini default or similar enforcement event pursuant to the Forward Transaction, the right to vote or direct the vote and dispose of or direct the disposition of ordinary shares pledged by De Agostini.

There are no other persons known to have the rights to vote or direct the vote or to dispose of or direct the disposition of ordinary shares.

(c)                                  De Agostini elected, effective as of May 25, 2018, to exercise its rights to participate in the loyalty plan with respect to all of its owned ordinary shares. De Agostini does not have the right to participate in the loyalty plan with respect to the ordinary shares pledged under the Forward Transaction. As a result, as of May 25, 2023, following settlement of the second tranche of the Forward Transaction, De Agostini has the right to direct the voting with respect to 89,922,324 ordinary shares and 85,422,324 Special Voting Shares, giving De Agostini an effective voting interest of approximately 61.5 % of the total voting power.

The description of the Forward Transaction in Items 4 and 6 of this Schedule 13D is incorporated herein by reference.

Neither De Agostini nor any person listed in Items 2(a)-(c) above has effected any other transactions with respect to the ordinary shares during the past 60 days.

(d)                                Under the Forward Transaction, De Agostini is obligated to pay or distribute to the Dealer an amount equivalent to any dividends paid during the term of the Forward Transaction on a number of ordinary shares based on a theoretical hedging position by the Dealer. In the event of a default by De Agostini or certain other enforcement events under the Forward Transaction, the Dealer may have the right to receive or direct proceeds from the sale of, or dividends from, ordinary shares pledged by De Agostini in connection with the Forward Transaction, if any. Except as set forth herein, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the ordinary shares.

(e)                                  Not applicable.

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

Item No. 6 of the Prior Schedule 13D is supplemented by adding the following after the last paragraph of the description of the Forward Transaction:

Settlement of the third tranche of the Forward Transaction through physical delivery was completed as of May 25, 2023.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.