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	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* Lopez David (Last) (First) (Middle) 5475 S. DECATUR BLVD. STE # 100 (Street) LAS VEGAS NV 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) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 01/29/2018
	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)
			Code	V	Amount	(A) or (D)	Price
Restricted Shares of Class B Common Stock, par value $0.01	01/29/2018		J(1)		50,000(2)	D	(1)	0	D
Restricted Shares of Common Stock, par value $0.01	01/29/2018		J(1)		77,715(2)	A	(1)	77,715	D
Class B Common Stock, par value $0.01	01/29/2018		J(1)		20,000	D	(1)	0	D
Common Stock, par value $0.01	01/29/2018		J(1)		31,086	A	(1)	31,086	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$6.43	01/29/2018		M(1)		46,629		04/28/2014	04/28/2024	Common Stock, par value $0.01	46,629	$0	46,629	D
Employee Stock Option	$6.43	01/29/2018		M(1)		116,575		(3)	04/28/2024	Common Stock, par value $0.01	116,575	$0	116,575	D
Employee Stock Option	$6.43	01/29/2018		M(1)		116,573		(4)	04/28/2024	Common Stock, par value $0.01	116,573	$0	116,573	D
Employee Stock Option	$6.43	01/29/2018		M(1)		116,573		(5)	04/28/2024	Common Stock, par value $0.01	116,573	$0	116,573	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B Common Stock, par value $0.01 was reclassified into one share of common stock, par value $0.01. Concurrently with this reclassification, the registrant consummated a 1.5543 to 1 stock split of each share of common stock.

2. The restricted shares vest in five equal annual installments beginning on 4/28/2015.

3. The options vest in five equal annual installments beginning on 4/28/2015.

4. The options vest and become exercisable (a) based on achievement of an Investor IRR equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor Investment (as such terms are defined in the Company's 2014 Long-Term Incentive Plan) or (b) on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $19.11 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our offering).

5. The options vest and become exercisable (a) based on achievement of an Investor IRR equal to or in excess of 25%, subject to a minimum cash-on-cash return of 3.0 times the Investor Investment (as such terms are defined in the Company's 2014 Long-Term Incentive Plan) or (b) on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $22.93 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our offering).

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Victor Gallo, as attorney-in-fact	01/31/2018
	** 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).
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