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 Miriam

(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 X 10% Owner
Officer (give title below) Other (specify below)
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 D
Common Stock 02/21/2011 G (2) V 5,534,176 A $0 12,747,451 I By the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated 5/1/07.
Common Stock 02/21/2011 G (3) V 5,534,175 A $0 12,747,450 I By the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated 5/1/07.
Common Stock 03/31/2011 G (4) V 3,363,636 D $0 0 D
Common Stock 04/15/2011 G (5) V 22,975,261 A $0 22,975,261 D
Common Stock 04/15/2011 G (6) V 10,501 A $0 10,501 I By the Sivan Ochshorn 2010 Grantor Trust u/d/t dated December 15, 2010.
Common Stock 04/15/2011 G (7) V 3,206 A $0 13,707 I By the Sivan Ochshorn 2010 Grantor Trust u/d/t dated December 15, 2010.
Common Stock 06/20/2011 G (8) V 18,139,344 D $0 4,835,917 D
Common Stock 06/20/2011 G (8) V 18,139,344 A $0 18,139,344 I By the Miriam Adelson June 2011 Two Year LVS Annuity Trust.
Common Stock 09/20/2011 G V 100 A $0 100 I By son.
Common Stock 10/07/2011 G (9) V 4,000,000 D $0 835,917 D
Common Stock 10/07/2011 G (9) V 4,000,000 A $0 4,000,000 I By the Miriam Adelson October 2011 Two Year LVS Annuity Trust.
Common Stock 10/28/2011 G (10) V 9,817,208 A $0 22,564,659 I By the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated 5/1/2007.
Common Stock 10/28/2011 G (11) V 9,817,208 A $0 22,564,658 I By the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated 5/1/07.
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 Shelson G. Adelson February 2009 Two Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated May 1, 2007. Dr. Adelson, Timothy D. Stein and Irwin Chafetz serve as the trustees of the 2007 Remainder Trust. Dr. Adelson retains the sole power to direct the vote of these shares.
3. The shares were distributed by the Shelson G. Adelson February 2009 Two Year LVS Annuity Trust 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.
4. The shares were gifted by Dr. Miriam Adelson to her spouse, Sheldon G. Adelson.
5. The shares were gifted to Dr. Adelson from her spouse, Sheldon G. Adelson.
6. The shares were distributed from the name of Sivan Ochshorn (now known as Sivan Dumont) and Timothy D. Stein, as Trustees of the Sivan Ochshorn December 2010 Two Year LVS Annuity Trust u/d/t dated December 15, 2010, to the name of Sivan Dumont and Miriam Adelson, as Trustees of the Sivan Ochshorn 2010 Grantor Trust u/d/t dated December 15, 2010. Dr. Adelson retains sole voting rights and disposition rights for these shares.
7. The shares were distributed from the name of Sivan Ochshorn (now known as Sivan Dumont) and Timothy D. Stein, as Trustees of the Sivan Ochshorn December 2010 Five Year LVS Annuity Trust u/d/t dated December 15, 2010, to the name of Sivan Dumont and Miriam Adelson, as Trustees of the Sivan Ochshorn 2010 Grantor Trust u/d/t dated December 15, 2010. Dr. Adelson retains sole voting rights and disposition rights for these shares.
8. The shares were gifted by Dr. Adelson to Miriam Adelson June 2011 Two Year LVS Annuity Trust. Dr. Adelson retains sole dispositive control over the common stock owned by this trust.
9. The shares were gifted by Dr. Adelson to the Miriam Adelson October 2011 Two Year LVS Annuity Trust. Dr. Adelson retains sole dispositive control over the common stock owned by this trust.
10. The shares were distributed by the Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated 5/1/2007.
11. The shares were distributed by the Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated 5/1/07.
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/ Miriam Adelson 11/17/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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