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^*

LEVEN MICHAEL A

(Last)

(First)

(Middle)

3355 LAS VEGAS BOULEVARD SOUTH

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAS VEGAS SANDS CORP [ LVS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2013

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	11/15/2013		M		88,800	A	$0.33⁽¹⁾	170,195	D
Common Stock	11/15/2013		S		29,267⁽²⁾	D	$70.8913⁽³⁾	140,928	D
Common Stock	11/15/2013		S		8,227⁽²⁾	D	$71.6591⁽⁴⁾	132,701	D
Common Stock	11/15/2013		M		90,070	A	$12.19⁽⁵⁾	222,771	D
Common Stock	11/15/2013		S		37,619⁽²⁾	D	$70.8994⁽³⁾	185,152	D
Common Stock	11/15/2013		S		9,137⁽²⁾	D	$71.7198⁽⁴⁾	176,015	D
Common Stock	11/18/2013		M		3,700	A	$0.33⁽¹⁾	179,715	D
Common Stock	11/18/2013		S		1,580⁽²⁾	D	$71.7795⁽⁶⁾	178,135	D
Common Stock	11/18/2013		M		2,430	A	$12.19⁽⁵⁾	180,565	D
Common Stock	11/18/2013		S		1,270⁽²⁾	D	$71.7724⁽⁶⁾	179,295	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)
Option (Right to Buy)	$0.33⁽¹⁾	11/15/2013		M			88,800	⁽⁷⁾	03/11/2014	Common Stock	88,800	$0	661,200	D
Option (Right to Buy)	$12.19⁽⁵⁾	11/15/2013		M			90,070	⁽⁸⁾	03/11/2014	Common Stock	90,070	$0	659,930	D
Option (Right to Buy)	$0.33⁽¹⁾	11/18/2013		M			3,700	⁽⁷⁾	03/11/2014	Common Stock	3,700	$0	657,500	D
Option (Right to Buy)	$12.19⁽⁵⁾	11/18/2013		M			2,430	⁽⁸⁾	03/11/2014	Common Stock	2,430	$0	657,500	D

Explanation of Responses:

1. In accordance with the provisions of the Issuer's 2004 Equity Award Plan, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options to reflect the $2.75 per share special dividend to be paid on outstanding shares of the Issuer's common stock. The exercise price of options with an exercise price of $2.75 or less was reduced by 79%, and the holder received the remaining portion of the exercise price adjustment in cash. The equitable adjustment was effective as of December 10, 2012.

2. Shares sold to pay the exercise price, taxes, and related costs in connection with the exercise of stock options pursuant to a previously disclosed 10b5-1 trading plan.

3. This transaction was executed in multiple trades at prices ranging from $70.61 to $71.60. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $71.6025 to $71.80. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

5. In accordance with the provisions of the Issuer's 2004 Equity Award Plan, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options to reflect the $2.75 per share special dividend to be paid on outstanding shares of the Issuer's common stock. The equitable adjustment was effective as of December 10, 2012.

6. This transaction was executed in multiple trades at prices ranging from $71.77 to $71.79. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

7. The Reporting Person was granted options to purchase 3,000,000 shares on March 11, 2009, all of which are vested.

8. The Reporting Person was granted options to purchase 1,000,000 shares on January 1, 2010, all of which are vested.

Remarks:

In addition to the 179,295 shares listed in Table I and the options listed in Table II above, Mr. Leven holds vested options to purchase 10,000 shares and 300,000 restricted stock units that are unvested as of the filing date.

	/s/ Michael A. Leven	11/19/2013
	** Signature of Reporting Person	Date
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