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^*

PERELMAN RONALD O

(Last)

(First)

(Middle)

35 EAST 62ND STREET

(Street)

NEW YORK

10065

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	05/13/2014		P		667,867	A	$9.6576	34,223,604	I	See footnote.⁽¹⁾
Class A Common Stock	05/14/2014		P		32,133	A	$9.7349	34,255,737	I	See footnote.⁽¹⁾
Class A Common Stock	05/13/2014		M		1,494	A	$0.00	40,007	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⁾	05/13/2014		M			1,494	⁽²⁾	⁽²⁾	Common Stock	1,494	$0.00	0	D

1. Name and Address of Reporting Person^*

PERELMAN RONALD O

(Last)

(First)

(Middle)

35 EAST 62ND STREET

(Street)

NEW YORK

10065

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MacAndrews & Forbes Holdings Inc.

(Last)

(First)

(Middle)

35 EAST 62ND STREET

(Street)

NEW YORK

10065

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. By SGMS Acquisition Corp., SGMS Acquisition Two Corp., RLX Holdings Two LLC and MacAndrews & Forbes Holdings Inc. Mr. Perelman is the sole stockholder of MacAndrews & Forbes Holdings Inc., which is the sole stockholder of each of SGMS Acquisition Corporation, SGMS Acquisition Two Corporation and RLX Holdings Two LLC.

2. In accordance with the terms of the applicable equity compensation plan, represents the accelerated vesting of one-fifth of award of restricted stock units (RSUs) granted on January 4, 2010 upon MacAndrews & Forbes Holdings Inc. becoming the beneficial owner of at least 40% of the issuer's voting securities (such RSUs otherwise would have vested on January 4, 2015). The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis. As previously disclosed by the issuer, the reporting person has agreed to certain transfer restrictions and forfeiture provisions with respect to 50% of these shares that are designed to replicate to the extent practicable the original vesting provisions of the RSU award.

Remarks:

	/s/ Barry F. Schwartz for Ronald O. Perelman pursuant to a Power of Attorney filed with the Securities and Exchange Commission	05/15/2014
	Barry F. Schwartz, Vice Chairman	05/15/2014
	** 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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