SEC FORM 5

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)

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

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)
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)	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	02/06/2006		G⁽¹⁾	462,208	D	$0	100	D
Common Stock	02/06/2006		G⁽¹⁾	462,208	A	$0	184,841,045	I	By Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005
Common Stock	12/13/2006		G	582,280	D	$0	184,258,765	I	By Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005
Common Stock	12/13/2006		G	582,280	A	$0	582,280	I	By Dr. Miriam and Sheldon G Adelson Charitable Trust⁽³⁾
Common Stock	12/14/2006		G	17,013,961	D	$0	0	I	By Sheldon G Adelson 2002 Four Year LVSI Annuity Trust
Common Stock	12/14/2006		G	4,253,490	A	$0	13,692,516	I	By ESBT S Trust⁽²⁾
Common Stock	12/14/2006		G	4,253,490	A	$0	13,692,516	I	By ESBT Y Trust⁽²⁾
Common Stock	12/14/2006		G	4,253,491	A	$0	13,692,517	I	By QSST A Trust⁽²⁾
Common Stock	12/14/2006		G	4,253,490	A	$0	13,692,517	I	By QSST M Trust⁽²⁾
Common Stock	08/31/2006		G	5,144,415	D	$0	0	I	By Sheldon G. Adelson 2004 Two Year LVSI Annuity Trust
Common Stock	08/31/2006		G	5,144,415	A	$0	5,144,415	I	By Sheldon G. Adelson 2004 Remainder 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)	4. Transaction Code (Instr. 8)	(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 February 6, 2006, Mr. Adelson gifted a community property interest in a portion of 462,208 shares to his wife. Immediately thereafter, the 462,208 shares were transferred to the Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005. Mr. Adelson, as trustee of the Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005, has at all times retained voting and dispositive power over all of the shares. At no time did Mr. Adelson's wife have voting or dispositive power over any of the shares.

2. Held by certain subtrusts for which Mr. Adelson's wife acts as a trustee and the beneficiaries of which are the children and/or issue of Mr. Adelson and/or his wife. Each of the ESBT S Trust, ESBT Y Trust, QSST A Trust and QSST M Trust is a subtrust under the 2002 Remainder Trust. Mr. Adelson is not a beneficiary of any of these subtrusts.

3. Mr. Adelson is a trustee and not a beneficiary of the Dr. Miriam and Sheldon G. Adelson Charitable Trust. Mr. Adelson disclaims beneficial ownership of the shares of common stock owned by the Charitable Trust.

	/s/ Sheldon G. Adelson	02/13/2007
	** 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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