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*
Kay Kenneth J

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2010
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 11/29/2010 M 25,000 A $5.93 25,211 D
Common Stock 11/29/2010 S 25,000 (1) D $50.5016 (2) 211 D
Common Stock 11/29/2010 M 25,000 A $7.73 25,211 D
Common Stock 11/29/2010 S 25,000 (1) D $50.5016 (2) 211 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) $5.93 11/29/2010 M 25,000 (3) 12/31/2018 Common Stock 25,000 $0 75,000 D
Option (Right to Buy) $7.73 11/29/2010 M 25,000 (4) 06/17/2019 Common Stock 25,000 $0 75,000 D
Explanation of Responses:
1. Shares sold in connection with the exercise of stock options on November 29, 2010.
2. This transaction was executed in multiple trades at prices ranging from $50.50 to $50.51. 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.
3. The Reporting Person was granted options to purchase 100,000 shares on January 1, 2009, of which 25,000 vested on January 1, 2010, and 25,000 will vest on January 1, 2011; 25,000 will vest on January 1, 2012; and 25,000 will vest on January 1, 2013.
4. The Reporting Person was granted options to purchase 100,000 shares on June 18, 2009, of which 25,000 vested on June 18, 2010, and 25,000 will vest on June 18, 2011, 25,000 will vest on June 18, 2012; and 25,000 will vest on June 18, 2013.
Remarks:
In addition to the above, Mr. Kay was granted options to purchase 300,000 shares on February 23, 2010 and 88,000 shares on June 11, 2010 which will each vest in equal installments over a four year period from the respective dates of grant.
/s/ Kenneth J. Kay 11/30/2010
** 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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