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* Adelson Miriam (Last) (First) (Middle) 3355 LAS VEGAS BOULEVARD SOUTH (Street) LAS VEGAS NV 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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2012
	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
Common Stock	03/02/2012		X		87,500,175	A	$6	87,501,092	D
Common Stock	02/21/2012		G(1)	V	11,167,314	A	$0	53,297,679	I	By the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated 5/1/07
Common Stock	02/21/2012		G(2)	V	11,167,314	A	$0	53,297,678	I	By the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated 5/1/07
Common Stock								8,249,079	I	By the Miriam Adelson December 2011 LVS Annuity Trust
Common Stock								12,692,516	I	By ESBT S Trust
Common Stock								7,342,516	I	By ESBT Y Trust
Common Stock								13,692,517	I	By QSST A Trust
Common Stock								13,692,517	I	By QSST M Trust
Common Stock								5,144,415	I	By Sheldon G. Adelson 2004 Remainder Trust.
Common Stock								18,139,344	I	By the Miriam Adelson June 2011 Two Year LVS Annuity Trust
Common Stock								4,000,000	I	By the Miriam Adelson October 2011 Two Year LVS Annuity Trust
Common Stock								13,707	I	By the Sivan Ochshorn 2010 Grantor Trust
Common Stock								100	I	By son
Common Stock								12,566,710	I	By Adfam Investment Company LLC

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
Warrants	$6	03/02/2012		X			5,250,000	02/03/2009	11/16/2013	Common Stock	87,500,175	(3)	0	D

Explanation of Responses:

1. The shares were distributed by the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated May 1, 2007. Dr. Miriam Adelson, Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.

2. The shares were distributed by the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated May 1, 2007. Dr. Adelson, Mr. Stein and Mr. Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.

3. On November 14, 2008, pursuant to the Note Conversion and Securities Purchase Agreement, dated November 10, 2008, between Las Vegas Sands Corp. (the "Company") and Dr. Adelson, as amended (as amended, the "Agreement"), the Company issued and sold to Dr. Adelson 5,250,000 shares of 10% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") and 5,250,000 warrants (the "Warrants") to purchase 16.6667 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), per Warrant, or an aggregate of up to 87,500,175 shares of Common Stock, at an exercise price of $6.00 per share. The total aggregate price paid by Dr. Adelson for the Series A Preferred Stock and Warrants was $525,000,000.

Remarks:

The reporting person has voluntarily disclosed certain common stock transfers that would be otherwise reportable on Form 5.

	/s/ Miriam Adelson	03/05/2012
	** 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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