SEC FORM 4

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^*

Adelson Sheldon G

(Last)

(First)

(Middle)

C/O LAS VEGAS SANDS CORP.

3355 LAS VEGAS BOULEVARD SOUTH

(Street)

LAS VEGAS

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman/Board,CEO&Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/14/2008		A		86,363,636	A	⁽¹⁾⁽²⁾	146,278,117	I	By spouse. See footnotes⁽¹⁾⁽²⁾
10% Series A Cumulative Perpetual Preferred Stpcl	11/14/2008		A		5,250,000	A	⁽¹⁾⁽²⁾	5,250,000	I	By spouse. See footnotes⁽¹⁾⁽²⁾
Common Stock								100	D
Common Stock								150,258,765	I	By Sheldon G. Adelson 2005 Family Trust
Common Stock								2,246,305	I	By Sheldon G. Adelson 2007 Two Year LVS Annuity Trust
Common Stock								2,718,637	I	By Sheldon G. Adelson 2007 Three Year LVS Annuity Trust
Common Stock								3,868,023	I	By Sheldon G. Adelson July 2007 Two Year LVS Annuity Trust
Common Stock								4,292,989	I	By Sheldon G. Adelson July 2007 Three Year LVS Annuity Trust
Common Stock								1,937,023	I	By Sheldon G. Adelson April 2008 Two Year LVS Annuity Trust
Common Stock								1,937,023	I	By Sheldon G. Adelson April 2008 Three Year LVS Annuity Trust
Common Stock								8,500,000	I	By Sheldon G. Adelson July 2008 Two Year LVS Annuity Trust
Common Stock								8,500,000	I	By Sheldon G. Adelson July 2008 Three Year LVS Annuity Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On November 14, 2008, pursuant to the Note Conversion and Securities Purchase Agreement, dated November 10, 2008, between Las Vegas Sands Corp. (the "Company") and Dr. Miriam Adelson, the wife of Sheldon Adelson, the Chairman and Chief Executive Officer and principal stockholder of the Company, as amended (as amended, the "Agreement"), the Company issued and sold to Dr. Miriam Adelson 5,250,000 shares of 10% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") and warrants to purchase an aggregate of approximately 87,500,175 shares of the Common Stock, at an exercise price of $6.00 per share.

2. The total aggregate price paid by Dr. Miriam Adelson for the Series A Preferred Stock and warrants was $525,000,000. In addition, on November 14, 2008, pursuant to the Agreement, Dr. Adelson converted $475 million aggregate principal amount of the Company's 6.5% convertible senior notes due 2013 into 86,363,636 shares of the Company's common stock, par value $0.001 (the "Common Stock"), at a conversion price equal to $5.50 per share.

	/s/ Sheldon G. Adelson	11/17/2008
	** 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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