SEC FORM 4

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^*

McHugh Patrick J

(Last)

(First)

(Middle)

C/O SCIENTIFIC GAMES CORPORATION

6601 BERMUDA ROAD

(Street)

LAS VEGAS

89119

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Grp Chief Exec, Lottery

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	03/20/2019		M		10,788	A	$0	10,788	D
Common Stock	03/20/2019		F		3,249	D	$22.69⁽¹⁾	7,539	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)
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)	Code	V	(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)
Restricted Stock Units	⁽²⁾	03/20/2019		M			6,347	⁽²⁾	⁽²⁾	Common Stock	6,347	$0	6,347	D
Restricted Stock Units	⁽³⁾	03/20/2019		M			2,836	⁽³⁾	⁽³⁾	Common Stock	2,836	$0	5,671	D
Restricted Stock Units	⁽⁴⁾	03/20/2019		M			1,605	⁽⁴⁾	⁽⁴⁾	Common Stock	1,605	$0	4,818	D
Restricted Stock Units	⁽⁵⁾	03/20/2019		A		9,181		⁽⁵⁾	⁽⁵⁾	Common Stock	9,181	$0	9,181	D
Employee Stock Option (right to buy)	$22.69	03/20/2019		A		16,587		⁽⁶⁾	03/20/2029	Common Stock	16,587	$0	16,587	D
Employee Stock Option (right to buy)	$22.69	03/20/2019		A		16,587		⁽⁷⁾	03/20/2029	Common Stock	16,587	$0	16,587	D

Explanation of Responses:

1. Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units.

2. Represents vesting of one-fourth of restricted stock units granted on June 21, 2016. The balance of the award is scheduled to vest on March 20, 2020 (6,347 shares). Each unit converts into a share of common stock on a one-for-one basis.

3. Represents vesting of one-fourth of restricted stock units granted on March 9, 2017. The balance of the award is scheduled to vest on March 20, 2020 (2,835 shares) and March 20, 2021 (2,836 shares). Each unit converts into a share of common stock on a one-for-one basis.

4. Represents vesting of one-fourth of restricted stock units granted on March 30, 2018. The balance of the award is scheduled to vest in three equal installments as to 1,606 shares on each of March 20, 2020, 2021 and 2022. Each unit converts into a share of common stock on a one-for-one basis.

5. The restricted stock units are scheduled to vest beginning on March 20, 2020 (2,295 shares) and the balance in three installments on March 20, 2021 (2,295 shares), March 20, 2022 (2,295 shares) and March 20, 2023 (2,296 shares). Each unit converts into a share of common stock on a one-for-one basis.

6. The stock options are scheduled to become exercisable as to 4,146 shares on March 20, 2020 and as to 4,147 shares on each of March 20, 2021, March 20, 2022 and March 20, 2023.

7. The stock options are scheduled to become exercisable as to 4,146 shares on March 20, 2020 and as to 4,147 shares on each of March 20, 2021, March 20, 2022 and March 20, 2023 (each, a "Vesting Date"), subject to the Company's achievement of annual adjusted EBITDA growth of 10% or more compared to actual adjusted EBITDA for the calendar year ending December 31, 2018 (the "AEBITDA Goal"). If the AEBITDA Goal is met prior to the first Vesting Date, then all four annual installments will vest in accordance with the vesting schedule. If the AEBITDA Goal is met subsequent to the first Vesting Date, each annual installment relating to a Vesting Date that has already occurred will automatically vest upon achievement of the AEBITDA Goal and any remaining installments will vest in accordance with the vesting schedule. If the Compensation Committee of the Company determines that the AEBITDA Goal has not been achieved by the end of the 2022 fiscal year, all stock options are forfeited.

Remarks:

	/s/ Su Shi, attorney-in-fact for Patrick J. McHugh	03/22/2019
	** 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).
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