SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Frater Stephen G

(Last)

(First)

(Middle)

99, GREEN LANE, HOUNSLOW

(Street)

MIDDLESEX

TW4 6BW

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2011

3. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [ SGMS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Division Executive Chairman

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	20,944	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	04/19/2016	Common Stock	100,000	$37.47	D
Employee Stock Option (right to buy)	⁽²⁾	02/26/2017	Common Stock	13,737	$33.94	D
Employee Stock Option (right to buy)	⁽³⁾	02/25/2018	Common Stock	20,307	$21.27	D
Employee Stock Option (right to buy)	⁽⁴⁾	06/30/2018	Common Stock	35,000	$30.08	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/22/2019	Common Stock	25,713	$12.21	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/21/2020	Common Stock	19,810	$15.65	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	5,000	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	2,002	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	5,041	⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	7,241	⁽¹⁰⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	7,575	⁽¹¹⁾	D

Explanation of Responses:

1. The option became exercisable as to one-fifth of the underlying shares on each of April 20, 2007, 2008, 2009 and 2010 and becomes exercisable as to one-fifth of the underlying shares on April 20, 2011.

2. The option became exercisable as to one-fifth of the underlying shares on each of February 27, 2008, 2009 and 2010 and becomes exercisable as to one-fifth of the underlying shares on each of February 27, 2011 and 2012.

3. The option became exercisable as to one-fifth of the underlying shares on each of February 26, 2009 and 2010 and becomes exercisable as to one-fifth of the underlying shares on each of February 26, 2011, 2012 and 2013.

4. The option became exercisable as to one-fifth of the underlying shares on each of July 1, 2009 and 2010 and becomes exercisable as to one-fifth of the underlying shares on each of July 1, 2011, 2012 and 2013.

5. The option became exercisable as to one-fifth of the underlying shares on each of February 23, 2010 and 2011 and becomes exercisable as to one-fifth of the underlying shares on each of February 23, 2012, 2013 and 2014.

6. The option became exercisable as to one-fourth of the underlying shares on February 22, 2011 and becomes exercisable as to one-fourth of the underlying shares on each of February 22, 2012, 2013, and 2014.

7. The reporting person was granted 25,000 restricted stock units on April 20, 2006, one-fifth of which vested on each of April 20, 2007, 2008, 2009 and 2010. The balance of the award vests on April 20, 2011. Each unit converts into a share of common stock on a one-for-one basis.

8. The reporting person was granted 5,003 restricted stock units on February 27, 2007, one-fifth of which vested on February 27, 2008 based upon satisfaction of certain performance criteria and one-fifth of which vested on each of February 27, 2009 and 2010. The balance of the award vests in two equal installments on each of February 27, 2011 and 2012. Each unit converts into a share of common stock on a one-for-one basis.

9. The reporting person was granted 8,401 restricted stock units on February 26, 2008, one-fifth of which vested on February 26, 2009 based upon satisfaction of certain performance criteria and one-fifth of which vested on February 26, 2010. The balance of the award vests in three equal installments on each of February 26, 2011, 2012 and 2013. Each unit converts into a share of common stock on a one-for-one basis.

10. The reporting person was granted 12,067 restricted stock units on February 23, 2009, one-fifth of which vested on February 23, 2010 based upon satisfaction of certain performance criteria and one-fifth of which vested on February 23, 2011. The balance of the award vests in three equal installments on each of February 23, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis.

11. The reporting person was granted 10,100 restricted stock units on February 22, 2010, one-fourth of which vested on February 22, 2011 based upon satisfaction of certain performance criteria. The balance of the award vests in three equal installments on each of February 22, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis.

	/s/ Jack Sarno, attorney-in-fact for Stephen G. Frater	03/01/2011
	** 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 5 (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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