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)
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. Date of Earliest Transaction (Month/Day/Year)
11/15/2011
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
10% Series A Cumulative Perpetual Preferred Stock 11/15/2011 D (1) 5,250,000 D (1) 0 I By spouse. See footnote (1).
Common Stock 02/21/2011 G (2) V 403,070 D $0 11,068,351 I By the Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust.
Common Stock 02/21/2011 G (2) V 403,070 A $0 1,225,054 D
Common Stock 02/21/2011 G (3) V 5,534,176 D $0 5,534,176 I By the Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust.
Common Stock 02/21/2011 G (3) V 5,534,176 A $0 12,747,451 I By spouse.
Common Stock 02/21/2011 G (4) V 5,534,175 D $0 0 I By the Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust.
Common Stock 02/21/2011 G (4) V 5,534,175 A $0 12,747,450 I By spouse.
Common Stock 03/31/2011 G (5) V 3,363,636 D $0 0 I By spouse.
Common Stock 03/31/2011 G (5) V 3,363,636 A $0 4,586,727 D
Common Stock 03/31/2011 G (6) V 5,623,125 D $0 0 I By the Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005.
Common Stock 03/31/2011 G (6) V 5,623,125 A $0 10,209,852 D
Common Stock 03/31/2011 G (7) V 10,209,752 D $0 100 D
Common Stock 03/31/2011 G (7) V 10,209,752 A $0 10,209,752 I By the Sheldon G. Adelson March 2011 Two Year LVS Annuity Trust.
Common Stock 04/15/2011 G (8) V 2,548,574 D $0 42,373,838 I By the Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust.
Common Stock 04/15/2011 G (8) V 2,548,574 A $0 2,548,674 D
Common Stock 04/15/2011 G (9) V 467,378 D $0 22,869,067 I By the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust.
Common Stock 04/15/2011 G (9) V 467,378 A $0 3,016,052 D
Common Stock 04/15/2011 G (10) V 4,740,916 D $0 23,806,069 I By the Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust.
Common Stock 04/15/2011 G (10) V 4,740,916 A $0 7,756,968 D
Common Stock 04/15/2011 G (11) V 2,917,154 D $0 26,188,785 I By the Sheldon G. Adelson October 2009 Three Year LVS Annuity Trust.
Common Stock 04/15/2011 G (11) V 2,917,154 A $0 10,674,122 D
Common Stock 04/15/2011 G (12) V 3,487,570 D $0 23,518,397 I By the Sheldon G. Adelson June 29 2010 Two Year LVS Annuity Trust.
Common Stock 04/15/2011 G (12) V 3,487,570 A $0 14,161,692 D
Common Stock 04/15/2011 G (13) V 3,977,752 D $0 28,022,248 I By the Sheldon G. Adelson June 30 2010 Two Year LVS Annuity Trust.
Common Stock 04/15/2011 G (13) V 3,977,752 A $0 18,139,444 D
Common Stock 04/15/2011 G (14) V 2,417,344 D $0 22,582,656 I By the Sheldon G. Adelson September 28 2010 Two Year LVS Annuity Trust.
Common Stock 04/15/2011 G (14) V 2,417,344 A $0 20,556,788 D
Common Stock 04/15/2011 G (15) V 2,418,573 D $0 22,581,427 I By the Sheldon G. Adelson September 29 2010 Two Year LVS Annuity Trust.
Common Stock 04/15/2011 G (15) V 2,418,573 A $0 22,975,361 D
Common Stock 04/15/2011 G (16) V 22,975,261 D $0 100 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
Explanation of Responses:
1. In accordance with the terms of its 10% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock"), Las Vegas Sands Corp. has redeemed all outstanding Preferred Stock at a price of $110 per share plus accrued dividends.
2. The shares were distributed by the Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust to Mr. Adelson.
3. The shares were gifted 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.
4. The shares were gifted to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated May 1, 2007. Dr. 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.
5. The shares were gifted by Dr. Adelson to Mr. Adelson.
6. The shares were distributed by the Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005 to Mr. Adelson.
7. The shares were gifted by Mr. Adelson to the Sheldon G. Adelson March 2011 Two Year LVS Annuity Trust.
8. The shares were distributed by the Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust to Mr. Adelson.
9. The shares were distributed by the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust to Mr. Adelson.
10. The shares were distributed by the Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust to Mr. Adelson.
11. The shares were distributed by the Sheldon G. Adelson October 2009 Three Year LVS Annuity Trust to Mr. Adelson.
12. The shares were distributed by the Sheldon G. Adelson June 29 2010 Two Year LVS Annuity Trust to Mr. Adelson.
13. The shares were distributed by the Sheldon G. Adelson June 30 2010 Two Year LVS Annuity Trust to Mr. Adelson.
14. The shares were distributed by the Sheldon G. Adelson September 28 2010 Two Year LVS Annuity Trust to Mr. Adelson.
15. The shares were distributed by the Sheldon G. Adelson September 29 2010 Two Year LVS Annuity Trust to Mr. Adelson.
16. The shares were gifted by Mr. Adelson to Dr. Adelson.
Remarks:
This is part one of a two part filing. The purpose of this filing is to report the reporting person's change in ownership interest due to the redemption of the Preferred Stock by the Company on November 15, 2011; however, the reporting person has also voluntarily disclosed all 2011 common stock transfers through the date of this report that would be otherwise reportable on Form 5.
/s/ Sheldon G. Adelson 11/17/2011
** Signature of Reporting Person Date
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