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*
LEVEN MICHAEL A

(Last) (First) (Middle)
3355 LAS VEGAS BOULEVARD SOUTH

(Street)
LAS VEGAS NV 89109

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LAS VEGAS SANDS CORP [ LVS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2013
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
Common Stock 12/23/2013 G V 64,383 D $0 111,512 D
Common Stock 12/27/2013 M 92,500 A $0.33 (1) 204,012 D
Common Stock 12/27/2013 S 90,800 (2) D $78.493 (3) 113,212 D
Common Stock 12/27/2013 S 1,700 (2) D $79.1682 (4) 111,512 D
Common Stock 12/27/2013 M 92,500 A $12.19 (5) 204,012 D
Common Stock 12/27/2013 S 91,600 (2) D $78.5039 (6) 112,412 D
Common Stock 12/27/2013 S 900 (2) D $79.23 111,512 D
Common Stock 12/31/2013 M 100,000 A $0 (7) 211,512 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
Option (Right to Buy) $0.33 (1) 12/27/2013 M 92,500 (8) 03/11/2014 Common Stock 92,500 $0 380,000 D
Option (Right to Buy) $12.19 (5) 12/27/2013 M 92,500 (9) 03/11/2014 Common Stock 92,500 $0 380,000 D
Restricted Stock Units (10) 12/31/2013 M (7) 100,000 (11) (12) (11) (12) Common Stock 100,000 $0 (7) 200,000 D
Explanation of Responses:
1. In accordance with the provisions of the Issuer's 2004 Equity Award Plan, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options to reflect the $2.75 per share special dividend to be paid on outstanding shares of the Issuer's common stock. The exercise price of options with an exercise price of $2.75 or less was reduced by 79%, and the holder received the remaining portion of the exercise price adjustment in cash. The equitable adjustment was effective as of December 10, 2012.
2. Shares sold in connection with the exercise of stock options pursuant to a previously disclosed 10b5-1 trading plan.
3. This transaction was executed in multiple trades at prices ranging from $78.10 to $79.06. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
4. This transaction was executed in multiple trades at prices ranging from $79.12 to $79.21. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
5. In accordance with the provisions of the Issuer's 2004 Equity Award Plan, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options to reflect the $2.75 per share special dividend to be paid on outstanding shares of the Issuer's common stock. The equitable adjustment was effective as of December 10, 2012.
6. This transaction was executed in multiple trades at prices ranging from $78.13 to $79.07. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
7. Reflects settlement of a portion of the Reporting Person's restricted stock unit award which provided that if the average closing price on the New York Stock Exchange of the Issuer's common stock (the "Average Closing Price") during the month of December 2013 is at least $50.00 per share then, on December 31, 2013, the Reporting Person shall receive 100,000 restricted shares of the Issuer's common stock, which shall vest entirely on December 31, 2014. The shares of restricted stock were granted under the Issuer's 2004 Equity Award Plan.
8. The Reporting Person was granted options to purchase 3,000,000 shares on March 11, 2009, all of which are vested.
9. The Reporting Person was granted options to purchase 1,000,000 shares on January 1, 2010, all of which are vested.
10. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock. The restricted stock units were granted under the Issuer's 2004 Equity Award Plan.
11. The remaining portion of the restricted stock unit award will vest and vested shares are scheduled to be delivered to the Reporting Person as follows: (a) if the Average Closing Price during the month of December 2014 is at least $60.00 per share then, in addition to any shares delivered as described in footnote (7), on December 31, 2014, the Reporting Person shall receive 100,000 shares of the Issuer's common stock; and (b) if the Average Closing Price during the month of December 2014 is at least $70.00 per share then, in addition to any shares delivered as described in footnote (7) and any shares deliverable pursuant to (a) above, on December 31, 2014, the Reporting Person shall receive 100,000 shares of the Issuer's common stock.
12. Any restricted stock unit awards that have not vested as of 11:59 p.m. Las Vegas local time on December 31, 2014, shall terminate and be immediately forfeited without any consideration payable therefor.
Remarks:
In addition to the 211,512 shares listed in Table I and the 760,000 vested options and the 200,000 unvested restricted stock units listed in Table II, Mr. Leven holds vested options to purchase 10,000 shares.
/s/ Michael A. Leven 12/31/2013
** Signature of Reporting Person Date
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