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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* WEIL A LORNE (Last) (First) (Middle) C/O SCIENTIFIC GAMES CORPORATION 750 LEXINGTON AVENUE, 25TH FLOOR (Street) NEW YORK NY 10022 (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) 11/02/2009
	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	11/02/2009		J(1)		137,969	A	(1)	485,724	D
Class A Common Stock	11/10/2009		J(1)		25,505	A	(1)	511,229	D
Class A Common Stock	11/12/2009		J(1)		51,031	A	(1)	562,260	D
Class A Common Stock	11/10/2009		M		330,000	A	$5.13	892,260	D
Class A Common Stock	11/12/2009		M		170,000	A	$5.13	1,062,260	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
Interest in Deferred Compensation Account	(1)	11/02/2009		J(1)			137,969	(1)	(1)	Common Stock	137,969	(1)	76,536	I	See Footnote(1)
Interest in Deferred Compensation Account	(1)	11/10/2009		J(1)			25,505	(1)	(1)	Common Stock	25,505	(1)	51,031	I	See Footnote(1)
Interest in Deferred Compensation Account	(1)	11/12/2009		J(1)			51,031	(1)	(1)	Common Stock	51,031	(1)	0	I	See Footnote(1)
Employee Stock Option (right to buy)	$3.5	11/09/2009		D			70,000	(2)	12/30/2009	Common Stock	70,000	$12.09(2)	0	D
Employee Stock Option (right to buy)	$5.13	11/09/2009		D			100,000	(3)	02/27/2010	Common Stock	100,000	$10.46(3)	500,000	D
Employee Stock Option (right to buy)	$5.13	11/10/2009		M			330,000	(3)	02/27/2010	Common Stock	330,000	$0	170,000	D
Employee Stock Option (right to buy)	$5.13	11/12/2009		M			170,000	(3)	02/27/2010	Common Stock	170,000	$0	0	D

Explanation of Responses:

1. Represents distribution to the reporting person of shares of the issuer's common stock from the reporting person's account under the Scientific Games Corporation Deferred Compensation Plan as contemplated by the terms of the reporting person's employment agreement.

2. The option became exercisable in four equal installments beginning on December 31, 2000. The option was cancelled on November 9, 2009 by mutual agreement of the reporting person and the issuer. In exchange for such cancellation, the issuer paid the reporting person consideration representing the "spread" value of such option ($12.09 per share) based on the closing price of the issuer's common stock on November 9, 2009.

3. The option became exercisable as to all of the shares underlying the option (600,000 shares) on August 28, 2003. A portion of the option representing 100,000 shares was cancelled on November 9, 2009 by mutual agreement of the reporting person and the issuer. In exchange for such cancellation, the issuer paid the reporting person consideration representing the "spread" value of such portion of the option ($10.46 per share) based on the closing price of the issuer's common stock on November 9, 2009. No shares of common stock were sold in connection with the exercise of the remaining portion of the option (500,000 shares) reported herein.

	/s/ Jack Sarno, attorney-in-fact for A. Lorne Weil	11/12/2009
	** 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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