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*
Isaacs Michael Gavin

(Last) (First) (Middle)
C/O SCIENTIFIC GAMES CORPORATION
6601 BERMUDA ROAD

(Street)
LAS VEGAS NV 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2018
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
Class A Common Stock 03/20/2018 M 25,907 A $0 68,686 D
Class A Common Stock 03/20/2018 F 10,195 D $46.1(1) 58,491 D
Class A Common Stock 03/20/2018 M 42,200 A $9.65 100,691 D
Class A Common Stock 03/20/2018 S 42,200 D $45.26(2) 58,491 D
Class A Common Stock 03/21/2018 M 8,400 A $9.65 66,891 D
Class A Common Stock 03/21/2018 S 8,400 D $45.23(3) 58,491 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
Restricted Stock Units (4) 03/20/2018 M 25,907 (4) (4) Common Stock 25,907 $0 51,813 D
Employee Stock Option (right to buy) $9.65 03/20/2018 M 22,100 (5) 06/20/2026 Common Stock 22,100 $0 131,589 D
Employee Stock Option (right to buy) $9.65 03/20/2018 M 20,100 (6) 06/20/2026 Common Stock 20,100 $0 133,589 D
Employee Stock Option (right to buy) $9.65 03/21/2018 M 3,250 (5) 06/20/2026 Common Stock 3,250 $0 128,339 D
Employee Stock Option (right to buy) $9.65 03/21/2018 M 5,150 (6) 06/20/2026 Common Stock 5,150 $0 128,439 D
Explanation of Responses:
1. Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units.
2. The transaction was executed in multiple trades at prices ranging from $45.20 to $45.55. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer.
3. The transaction was executed in multiple trades at prices ranging from $45.20 to $45.40. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer.
4. Represents vesting of one-fourth of restricted stock units granted on June 21, 2016. The balance of the award is scheduled to vest on June 30, 2018. Each unit converts into a share of common stock on a one-for-one basis.
5. The option became exercisable on March 20, 2017 (51,229 shares) and March 20, 2018 (51,230 shares) and is scheduled to become exercisable as to the remainder on June 30, 2018.
6. Vesting of these options was contingent on the Company's Class A Common Stock attaining a trading day average closing price that was achieved on February 2, 2017. The option became exercisable as to 51,229 shares on March 20, 2017 and as to 51,230 shares on March 20, 2018. The balance of the award is scheduled to vest on June 30, 2018. Each unit converts into a share of common stock on a one-for-one basis.
Remarks:
/s/ McLaurin Files, attorney-in-fact for M. Gavin Isaacs 03/22/2018
** 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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