Sec Form 3 Filing - Chau On @ Playtika Holding Corp. - 2021-01-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chau On 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) (Last) (First) (Middle) ROOM 2506, PACIFIC PLACE APARTMENTS, PACIFIC PLACE, 88 QUEENSWAY, CENTRAL 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2021 (Street) HONG KONG, K300000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 81,810,506 I 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chau On ROOM 2506, PACIFIC PLACE APARTMENTS PACIFIC PLACE, 88 QUEENSWAY, CENTRAL HONG KONG, K300000 X Signatures /s/ On Chau 01/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )40,905,253 of the total reported securities are beneficially owned directly by 8th Wonder Corporation, which is 100% owned by Trustworthy Group Ltd. Ms. On Chau (the "Reporting Person) is the sole shareholder of Trustworthy Group Ltd. 40,905,253 of the total reported securities are beneficially owned directly by Hotlink Investment Limited, which is 100% owned by Infinite Bandwidth Limited. ( 2 )The Reporting Person is the sole shareholder of Infinite Bandwidth Limited. By virtue of the above, the Reporting Person beneficially owns 81,810,506 shares of common stock of the Issuer pursuant to a distribution agreement dated as of December 17, 2020 among, inter alios, Playtika Holding UK II Limited ("PHUKII"), 8th Wonder Corporation and Hotlink Investment Limited, which provides that PHUKII must transfer 81,810,506 shares of common stock of the Issuer in the aggregate to 8th Wonder Corporation and Hotlink Investment Limited within 70 calendar days after the first trading day of the common stock of the Issuer. ( 3 )In connection with this transfer/distribution discussed in footnote 1, each of 8th Wonder Corporation and Hotlink Investment Limited will enter into a lock-up agreement, pursuant to which they have each agreed that, for a period of 365 days beginning on January 14, 2021, the Issuer's common stock cannot be sold without the prior written consent of Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives of the underwriters of the Issuer's initial public offering, provided that 50% of the Issuer's common stock held by each of 8th Wonder Corporation and Hotlink Investment Limited will be automatically released from such restrictions immediately after a period of 180 days beginning on January 14, 2021.

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.

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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