SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Adelson Sheldon G
(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman/Board,CEO&Treasurer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 04/12/2010 G(1) 1,555,576 D $0 15,246,471 I By Sheldon G. Adelson November 2008 Two Year LVS Annuity Trust.
Common Stock 04/12/2010 G(1) 3,842,429 D $0 44,922,412 I By Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust.
Common Stock 04/12/2010 G(1) 506,283 D $0 11,471,421 I By Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust.
Common Stock 04/12/2010 G(1) 618,963 D $0 23,336,445 I By Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust.
Common Stock 04/12/2010 G(1) 1,453,015 D $0 28,546,985 I By Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust.
Common Stock 04/12/2010 G(1) 894,061 D $0 29,105,939 I By Sheldon G. Adelson October 2009 Three Year LVS Annuity Trust.
Common Stock 04/12/2010 G 8,870,327 A $0 8,876,375 D
Common Stock 06/29/2010 G 17,135,640 D $0 5,623,125 I By Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005
Common Stock 06/29/2010 G 17,135,640 A $0 26,012,015 D
Common Stock 06/29/2010 G 33,000,000 D $0 113,278,117 I By spouse.
Common Stock 06/29/2010 G 33,000,000 A $0 59,012,015 D
Common Stock 06/29/2010 G(2) 27,005,967 D $0 32,006,048 D
Common Stock 06/29/2010 G 27,005,967 A $0 27,005,967 I By Sheldon G. Adelson Two Year LVS Annuity Trust u/d/t dated June 29, 2010.
Common Stock 06/30/2010 G(3) 32,000,000 D $0 6,048 D
Common Stock 06/29/2010 G 32,000,000 A $0 32,000,000 I By Sheldon G. Adelson Two Year LVS Annuity Trust u/d/t dated June 30, 2010.
Common Stock 09/28/2010 G 25,000,000 D $0 88,278,117 I By spouse.
Common Stock 09/28/2010 G 25,000,000 A $0 25,006,048 D
Common Stock 09/28/2010 G(4) 25,000,000 D $0 6,048 D
Common Stock 09/28/2010 G(4) 25,000,000 A $0 25,000,000 I By Sheldon G. Adelson September 2010 Two Year LVS Annuity Trust u/d/t dated September 28, 2010.
Common Stock 09/29/2010 G 25,000,000 D $0 63,278,117 I By spouse.
Common Stock 09/29/2010 G 25,000,000 A $0 25,006,048 D
Common Stock 09/29/2010 G(5) 25,000,000 D $0 6,048 D
Common Stock 09/29/2010 G 25,000,000 A $0 25,000,000 I By Sheldon G. Adelson Two Year LVS Annuity Trust u/d/t dated September 29, 2010.
Common Stock 10/27/2010 G(6) 5,000,000 D $0 58,278,117 I By spouse.
Common Stock 11/30/2010 G(1) 819,921 D $0 14,426,550 I By Sheldon G. Adelson November 2008 Two Year LVS Annuity Trust.
Common Stock 11/30/2010 G 819,921 A $0 825,969 D
Common Stock 11/30/2010 G(7) 7,213,275 D $0 7,213,275 I By Sheldon G. Adelson November 2008 Two Year LVS Annuity Trust.
Common Stock 11/30/2010 G(7) 7,213,275 A $0 65,491,392 I By spouse.(7)
Common Stock 11/30/2010 G(8) 7,213,275 D $0 0 I By Sheldon G. Adelson November 2008 Two Year LVS Annuity Trust.
Common Stock 11/30/2010 G(8) 7,213,275 A $0 72,704,667 I By spouse.(8)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The shares were distributed to Sheldon G. Adelson.
2. The shares were gifted by Mr. Adelson to the Sheldon G. Adelson Two Year LVS Annuity Trust u/d/t dated June 29, 2010, a GRAT of which he is the beneficiary and serves as one of the trustees. Mr. Adelson retains sole dispositive control over the shares held by this trust.
3. The shares were gifted by Mr. Adelson to the Sheldon G. Adelson Two Year LVS Annuity Trust u/d/t dated June 30, 2010, a GRAT of which he is the beneficiary and serves as one of the trustees. Mr. Adelson retains sole dispositive control over the shares held by this trust.
4. The shares were gifted by Mr. Adelson to the Sheldon G. Adelson September 2010 Two Year LVS Annuity Trust u/d/t dated September 28, 2010, a GRAT of which he is the beneficiary and serves as one of the trustees. Mr. Adelson retains sole dispositive control over the shares held by this trust.
5. The shares were gifted by Mr. Adelson to the Sheldon G. Adelson Two Year LVS Annuity Trust u/d/t dated September 29, 2010, a GRAT of which he is the beneficiary and serves as one of the trustees. Mr. Adelson retains sole dispositive control over the shares held by this trust.
6. These shares are now held by various trusts, of which Timothy D. Stein is one of the trustees. Mr. Stein retains the sole power to direct the vote of these shares.
7. The shares were distributed to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated May 1, 2007. Dr. Miriam Adelson, Mr. Adelson's spouse, Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.
8. The shares were distributed to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated May 1, 2007. Dr. Miriam Adelson, Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.
/s/ Sheldon G. Adelson 02/11/2011
** 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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