0001300514-19-000014.txt : 20190213 0001300514-19-000014.hdr.sgml : 20190213 20190213160419 ACCESSION NUMBER: 0001300514-19-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS & FAMILY TRUST GROUP MEMBERS: GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST GROUP MEMBERS: IRWIN CHAFETZ GROUP MEMBERS: MIRIAM ADELSON GROUP MEMBERS: TIMOTHY D. STEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS SANDS CORP CENTRAL INDEX KEY: 0001300514 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270099920 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80460 FILM NUMBER: 19597043 BUSINESS ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 414-1000 MAIL ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Adelson Sheldon G CENTRAL INDEX KEY: 0001305334 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 lvs-20190213x13da.htm AMENDMENT NO. 7 Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 7)
 
Under the Securities Exchange Act of 1934
 
LAS VEGAS SANDS CORP.
(Name of Issuer)
 
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
 
 
517834107
(CUSIP Number)
 
Lawrence A. Jacobs, Esq.
c/o Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 414-1000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
February 13, 2019
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 2 of 13
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Sheldon G. Adelson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY 
 
 
4
SOURCE OF FUNDS
 Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
66,672,670
8
SHARED VOTING POWER
 
12,566,710
9
SOLE DISPOSITIVE POWER
 
66,664,372
10
SHARED DISPOSITIVE POWER
 
12,566,710
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,239,380
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 10.2% 1,2
 
14
TYPE OF REPORTING PERSON 
IN
 
 
 
__________________________ 
1 Includes options to purchase 287,409 shares of Common Stock held by Mr. Adelson that are exercisable or are expected to become exercisable within 60 days.
2 Percentage of class for all Reporting Persons is based upon a total of 775,463,214 shares of Common Stock outstanding on January 31, 2019, as provided by the Issuer.
 


CUSIP No. 517834107
 
SCHEDULE 13D
Page 3 of 13
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Miriam Adelson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY 
 
 
4
SOURCE OF FUNDS
 Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 United States/Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
99,691,698
8
SHARED VOTING POWER
 
12,566,710
9
SOLE DISPOSITIVE POWER
 
97,483,150
10
SHARED DISPOSITIVE POWER
 
232,677,576
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,160,726
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 42.6%
 
14
TYPE OF REPORTING PERSON 
IN
 




CUSIP No. 517834107
 
SCHEDULE 13D
Page 4 of 13
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Irwin Chafetz
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY 
 
 
4
SOURCE OF FUNDS
 Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
253,626,530
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
34,372,925
10
SHARED DISPOSITIVE POWER
 
221,460,866
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 255,835,078
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 33.0%
 
14
TYPE OF REPORTING PERSON 
IN
 

 


 CUSIP No. 517834107
 
SCHEDULE 13D
Page 5 of 13
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Timothy D. Stein
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY 
 
 
4
SOURCE OF FUNDS
 Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
5,428
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
5,428
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,428
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 Less than 1%
 
14
TYPE OF REPORTING PERSON 
IN
 




CUSIP No. 517834107
 
SCHEDULE 13D
Page 6 of 13
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 General Trust under the Sheldon G. Adelson 2007 Remainder Trust
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY 
 
 
4
SOURCE OF FUNDS
 Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
87,718,919
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
87,718,919
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,718,919
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 11.3%
 
14
TYPE OF REPORTING PERSON 
OO
 

 


CUSIP No. 517834107
 
SCHEDULE 13D
Page 7 of 13
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY 
 
 
4
SOURCE OF FUNDS
 Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
87,718,918
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
87,718,918
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,718,918
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 11.3%
 
14
TYPE OF REPORTING PERSON 
OO
 



CUSIP No. 517834107
 
SCHEDULE 13D
Page 8 of 13

Explanatory Note

This Amendment No. 7 to the Schedule 13D filed on November 24, 2008, as previously amended, is being filed to report (a) an increase of 1.6% in the percentage of aggregate number of shares of Common Stock owned by the Reporting Persons since Amendment No. 6 as a result of (i) a decrease in the number of outstanding shares of Common Stock pursuant to a publicly disclosed stock repurchase program by the Issuer and (ii) an increase in beneficial ownership by the Reporting Persons due to grants and/or vesting of equity awards to certain of the Reporting Persons under the Issuer’s equity plan, and (b) changes in the beneficial ownership reported by certain of the Reporting Persons due to changes in the composition of the trustees of various trusts for the benefit of members of the Adelson family.
 
Item 1.
Security and Issuer.
 
This Amendment No. 7 (this “Amendment”) amends the Schedule 13D filed on November 24, 2008, as previously amended by Amendment No. 1 thereto filed on January 16, 2009, Amendment No. 2 thereto filed on April 2, 2009, Amendment No. 3 thereto filed on November 18, 2011, Amendment No. 4 thereto filed on March 5, 2012, Amendment No. 5 thereto filed on June 9, 2014, and Amendment No.6 thereto filed on February 12, 2015 (such Schedule 13D, as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, and No. 6 thereto, the “Schedule 13D”), which relates to the common stock, par value $0.001 per share (the “Common Stock”), of Las Vegas Sands Corp., a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. All items not described herein remain as previously reported in the Schedule 13D, and all capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D.
 
Sheldon G. Adelson (“Mr. Adelson”), Dr. Miriam Adelson (“Dr. Adelson”), Irwin Chafetz (“Mr. Chafetz”), the General Trust under the Sheldon G. Adelson 2007 Remainder Trust (the “Remainder Trust”) and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust (the “Friends and Family Trust,” and, together with Mr. Adelson, Dr. Adelson, Mr. Chafetz, and the Remainder Trust, the “Reporting Persons”), constitute a “group” that, as of the date hereof, collectively beneficially owns approximately 432,193,904 shares of Common Stock, or 55.7%, of the Issuer’s 775,463,214 shares of Common Stock outstanding as of January 31, 2019 (the “Outstanding Common Stock”) for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.


Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended by adding the text below to the end of Item 3 of the Schedule 13D.
  
Since the last amendment to this Schedule 13D, there have been changes in beneficial ownership of shares of Common Stock by the individual Reporting Persons due to the transfer of shares of Common Stock held by trusts for the benefit of members of the Adelson family to Mr. Adelson, Dr. Adelson or other trusts for the benefit of members of the Adelson family. These changes did not affect the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons as a group.



CUSIP No. 517834107
 
SCHEDULE 13D
Page 9 of 13

Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended by the deletion of the text thereof in its entirety and its replacement with the following:
 
(a)
 
Incorporated by reference from Items 11 and 13 of the cover page of the applicable Reporting Person. In addition, each Reporting Person may be deemed to beneficially own the shares of Common Stock beneficially owned by the other Reporting Person but disclaims such beneficial ownership. The share ownership reported herein does not include shares of Common Stock beneficially owned by the other Reporting Persons. The beneficial ownership of all of the Reporting Persons together is 432,193,904 shares of Common Stock, or 55.7% of the shares of Common Stock outstanding.

(b)
 
Mr. Adelson beneficially owns an aggregate of 79,239,380 shares of Common Stock (approximately 10.2% of the Outstanding Common Stock). Of these shares, (i) 66,376,963 shares are owned directly by Mr. Adelson, (ii) 8,298 shares are unvested shares of restricted Common Stock owned directly by Mr. Adelson, (iii) 287,409 shares are issuable upon the exercise of options owned directly by Mr. Adelson that are exercisable currently, and (iv) 12,566,710 shares are held by an entity as described below.
 
Mr. Adelson has sole voting control over 66,672,670 shares of Common Stock, of which (i) 66,376,963 shares are owned directly by Mr. Adelson, (ii) 8,298 shares are unvested shares of restricted Common Stock owned directly by Mr. Adelson; and (iii) 287,409 shares are issuable upon the exercise of options owned directly by Mr. Adelson that are exercisable currently. Mr. Adelson has shared voting control over 12,566,710 shares of Common Stock that are held by an entity as described below.
 
Mr. Adelson has sole dispositive control over 66,664,372 shares of Common Stock, of which (i) 66,376,963 shares are owned directly by Mr. Adelson and (ii) 287,409 shares are issuable upon the exercise of options owned directly by Mr. Adelson that are exercisable currently. Mr. Adelson has shared dispositive control over 12,566,710 shares of Common Stock that are held by an entity as described below.
 
Dr. Adelson beneficially owns an aggregate of 330,160,726 shares of Common Stock (approximately 42.6% of the Outstanding Common Stock). Of these shares, (i) 93,779,145 shares are owned directly by Dr. Adelson, (ii) 87,718,919 shares are held by the Remainder Trust, (iv) 87,718,918 shares are held by the Friends and Family Trust, and (v) 60,943,744 shares are held by various entities as described below.
 
Dr. Adelson has sole voting control over 99,691,698 shares of Common Stock, of which (i) 93,779,145 shares are owned directly by Dr. Adelson, and (ii) 5,912,553 shares are held by various entities as described below. Dr. Adelson has shared voting control over 12,566,710 shares of Common Stock that are held by an entity as described below.
 
Dr. Adelson has sole dispositive power over 97,483,150 shares of Common Stock, of which (i) 93,779,145 shares are owned directly by Dr. Adelson and (ii) 3,704,005 shares are held by an entity as described below. Dr. Adelson has shared dispositive control over 232,677,576 shares of Common Stock, of which (i) 87,718,919 shares are held by the Remainder Trust, (ii) 87,718,918 shares are held by the Friends and Family Trust, and (iii) 57,239,739 shares are held by various entities as described below.
  


CUSIP No. 517834107
 
SCHEDULE 13D
Page 10 of 13

Mr. Adelson and Dr. Adelson are co-managers of a limited liability company for the benefit of members of the Adelson family, which directly owns 12,566,710 shares of Common Stock. Mr. Adelson and Dr. Adelson share voting and dispositive control of these shares of Common Stock.
 
Mr. Chafetz is deemed to beneficially own an aggregate of 255,835,078 shares of Common Stock (approximately 33.0% of the Outstanding Common Stock). Of these shares, (i) 75,108 shares are owned directly by Mr. Chafetz, (ii) 1,287 shares are unvested shares of restricted Common Stock owned directly by Mr. Chafetz, and (iii) 255,758,683 shares are held by various entities as described below, with respect to which he is deemed to have a beneficial interest by virtue of the interest and authority granted to him under the trust instruments or organizational documents, as applicable. Mr. Chafetz disclaims beneficial ownership of those shares of Common Stock not owned directly by him.
 
Mr. Chafetz has sole voting control over 253,626,530 shares, of which (i) 75,108 shares are owned directly by Mr. Chafetz, (ii) 1,287 shares are unvested shares of restricted Common Stock owned directly by Mr. Chafetz and (iii) 253,550,135 shares are held by various entities as described below. Mr. Chafetz does not have shared voting control over any shares of Common Stock.
 
Mr. Chafetz has sole dispositive control over 34,372,925 shares, of which (i) 75,108 shares are owned directly by Mr. Chafetz, (ii) 34,297,817 shares are held by various entities as described below. Mr. Chafetz has shared dispositive control over 221,460,866 shares of Common Stock, of which (i) 87,718,919 shares are held by the Remainder Trust, (ii) 87,718,918 shares are held by the Friends and Family Trust, and (iii) 46,023,029 shares are held by various entities as described below.
 
Dr. Adelson and Mr. Chafetz are co-trustees of the Remainder Trust. The Remainder Trust directly owns 87,718,919 shares of Common Stock (approximately 11.3% of the Outstanding Common Stock). Mr. Chafetz has the authority to vote the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by this trust.
 
Dr. Adelson and Mr. Chafetz are co-trustees of the Friends and Family Trust. The Friends and Family Trust directly owns 87,718,918 shares of Common Stock (approximately 11.3% of the Outstanding Common Stock). Mr. Chafetz has the authority to vote the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by this trust.
 
Dr. Adelson and Mr. Chafetz are co-trustees of several trusts for the benefit of members of the Adelson family. These trusts directly own 220,110,866 shares of Common Stock. Dr. Adelson has sole authority to vote 2,208,548 shares of Common Stock owned by these trusts. Mr. Chafetz has sole authority to vote 217,902,318 shares of Common Stock owned by these trusts. Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by these trusts.
 
Mr. Chafetz is trustee of several trusts for the benefit of members of the Adelson family. These trusts directly own 34,297,817 shares of Common Stock. Mr. Chafetz has the sole authority to vote the shares of Common Stock owned by these trusts. Mr. Chafetz has sole dispositive control over the Common Stock owned by these trusts.
 
Dr. Adelson is the trustee of several trusts for the benefit of members of the Adelson family. These trusts directly own 3,704,005 shares of Common Stock.
 


CUSIP No. 517834107
 
SCHEDULE 13D
Page 11 of 13

Mr. Chafetz is a co-manager of a limited liability company for the benefit of members of the Adelson family, which directly owns 1,350,000 shares of Common Stock. Mr. Chafetz, as co-manager, shares dispositive control over these shares of Common Stock, and Mr. Chafetz has the sole authority to vote such shares. Mr. Chafetz disclaims beneficial ownership of these shares of Common Stock.
 
(c)
 
There have been no transactions in shares of Common Stock by the Reporting Persons within 60 days of the filing date of this Amendment to the Schedule 13D, except as follows:
 
(i)
Mr. Adelson’s vesting of 23,109 shares of restricted stock on January 1, 2019;
(ii)
Mr. Adelson’s vesting of 166,626 options to purchase shares of Common Stock on January 1, 2019;
(iii)
the grant to Mr. Adelson of 129,701 options to purchase shares of Common Stock on February 1, 2019; and
(iv)
Mr. Adelson’s vesting of 27,078 options to purchase shares of Common Stock on February 2, 2019.
 
(d)
 
Except as set forth above regarding the beneficiaries and trustees of the trusts disclosed herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities set forth above.
 
(e)
 
Prior to the date hereof, Mr. Stein ceased to be the beneficial owner of more than 5% of the outstanding shares of Common Stock.
 

Item 6.
Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby amended by adding the text below to the end of Item 6 of the Schedule 13D.
 
Letter Agreement. On October 26, 2017, Mr. Adelson, Dr. Adelson, a number of affiliated trusts and other entities and the Issuer entered into a letter agreement relating to the Second Amended and Restated Registration Rights Agreement. Pursuant to the letter agreement, (i) the registration rights granted under the Second Amended and Restated Registration Rights Agreement were waived in connection with the filing by the Issuer of a registration statement on Form S-3ASR on or before November 3, 2017 and (ii) certain permitted transferees of Registrable Securities agreed to be bound by the provisions of the Second Amended and Restated Registration Rights Agreement, and the Company agreed to treat such transferees as Designated Holders (as defined in the Second Amended and Restated Registration Rights Agreement) for all purposes of the Second Amended and Restated Registration Rights Agreement.



CUSIP No. 517834107
 
SCHEDULE 13D
Page 12 of 13

Item 7.
Material to be Filed as Exhibits.

 The documents filed as exhibits in the Schedule 13D are hereby incorporated by reference herein.
 
Exhibit No.
Description
1.
Joint Filing Agreement of Sheldon G. Adelson, Miriam Adelson, Irwin Chafetz, Timothy D. Stein, the General Trust under the Sheldon G. Adelson 2007 Remainder Trust and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust (incorporated by reference to Exhibit 1 to Schedule 13D/A filed on February 17, 2015).
2.
Convertible Note Purchase Agreement, dated as of September 30, 2008, between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Las Vegas Sands Corp. on November 10, 2008).
3.
Note Conversion and Securities Purchase Agreement, dated as of November 10, 2008, between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed by Las Vegas Sands Corp. on November 14, 2008).
4.
Amendment to Note Conversion and Securities Purchase Agreement between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference to Exhibit 1.3 to the Current Report on Form 8-K filed by Las Vegas Sands Corp. on November 14, 2008).
5.
Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008, by and among Las Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein) that are party to the agreement from time to time (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Las Vegas Sands Corp. on November 14, 2008).
6.
Investor Rights Agreement, dated as of September 30, 2008, by and between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Las Vegas Sands Corp. on November 10, 2008).
7.
Lockup Agreement, dated as of November 10, 2008, entered into by Dr. Miriam Adelson. (incorporated by reference to Exhibit 7 to Schedule 13D filed on November 24, 2008).
8.
Letter Agreement dated October 26, 2017 by and among Sheldon G. Adelson, Dr. Miriam Adelson, the trusts and other entities listed on the signature pages thereto and Las Vegas Sands Corp (filed herewith).




INDEX TO EXHIBITS

1.
2.
3.
4.
5.
6.
7.
8.



CUSIP No. 517834107
 
SCHEDULE 13D
Page 13 of 13

SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 13, 2019 
 

 
 
 
 
 
 /s/ Sheldon G. Adelson
 
 
 /s/ Miriam Adelson
 
SHELDON G. ADELSON
 
 
MIRIAM ADELSON
 
 
 
 
 
 
 

 
 
 
 
 
 /s/ Irwin Chafetz
 
 
 /s/ Timothy D. Stein
 
IRWIN CHAFETZ
 
 
TIMOTHY D. STEIN
 
 
 
 
 
 

THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST
THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS AND FAMILY TRUST
 
 
 
 
 
By:
 /s/ Miriam Adelson
 
 
By:
 /s/ Irwin Chafetz
Name:
Miriam Adelson
 
 
Name:
Irwin Chafetz
Title:
Trustee
 
 
Title:
Trustee

[Signature page to Amendment No. 7 to Schedule 13D]
 


 EX-99 2 lvs_exhibit8x02132019-13da.htm EXHIBIT 8 Exhibit
EXHIBIT 8

SHELDON G. ADELSON
DR. MIRIAM ADELSON
c/o Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
October 26, 2017
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Registration Rights Agreement
Ladies and Gentlemen:
Reference is made to the Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008 (the “Agreement”) by and among Las Vegas Sands Corp. (the “Company”) and the other parties named therein. The undersigned understand that the Company proposes to file a registration statement on Form S-3ASR (the “Registration Statement”) on or before November 3, 2017 to register an indeterminate amount of debt securities, shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), shares of the Company’s preferred stock, par value $0.001 per share (“Preferred Stock”), warrants, depositary shares, units and purchase contracts for securities of the Company for potential future issuance and sale from time to time by the Company.
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Agreement.
The Company and the undersigned hereby agree that the parties listed on Schedule A hereto (the “Transferees”) are Permitted Assignees of Designated Holders, or Affiliates of such Permitted Assignees, and have received Registrable Securities, together with the associated registration rights, in transfers from Designated Holders. Such Transferees hereby agree to be bound as Designated Holders by the provisions of the Agreement, and the Company agrees to treat the Transferees as Designated Holders for all purposes of the Agreement.
Pursuant to Section 11(f) of the Agreement, the undersigned Designated Holders, holding more than 50% of the Registrable Securities, hereby waive, on their own behalf and on behalf of all Designated Holders, the right to (a) receive written notice from the Company of the filing of the Registration Statement and (b) register any shares of Common Stock or Preferred Stock in the Registration Statement.
Except for the specific waivers and agreements contained herein, the rights of the undersigned and other parties to the Agreement under the Agreement shall remain in full force and effect. This letter may be delivered by any party by facsimile or other electronic


Registration Rights Agreement Waiver Letter
1

transmission and may be executed by any one or more of the parties in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
 
Very truly yours,
 
 
 
 /s/ Sheldon G. Adelson
 
Sheldon G. Adelson
 
 
 
 
 
 /s/ Miriam Adelson
 
Dr. Miriam Adelson

ESBT S TRUST U/D/T DATED OCTOBER 1, 2002
ESBT Y TRUST U/D/T DATED OCTOBER 1, 2002
QSST A TRUST U/D/T DATED OCTOBER 1, 2002
QSST M TRUST U/D/T DATED OCTOBER 1, 2002
THE 2016 SHELLEY FAYE ADELSON TRUST U/D/T DATED JANUARY 10, 2016
GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST
GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS AND
FAMILY TRUST
YASMIN LUKATZ 2010 REMAINDER TRUST
 /s/ Miriam Adelson
 
 /s/ Irwin Chafetz
 
 
Dr. Miriam Adelson, Trustee
 
Irwin Chafetz, Trustee
 
 
SIVAN OCHSHORN 2010 REMAINDER TRUST
 /s/ Miriam Adelson
 
 /s/ Irwin Chafetz
 
 /s/ Timothy D. Stein
Dr. Miriam Adelson, Trustee
 
Irwin Chafetz, Trustee
 
Timothy D. Stein, Trustee
MIRIAM ADELSON 2011 REMAINDER TRUST     
MIRIAM ADELSON 2011 FRIENDS AND FAMILY TRUST
 /s/ Irwin Chafetz
 
 
Irwin Chafetz, Trustee
 
 


Registration Rights Agreement Waiver Letter
2

SIVAN OCHSHORN 2010 GRANTOR TRUST
 /s/ Miriam Adelson
 
 /s/ Sivan A. O. Dumont
Dr. Miriam Adelson, Trustee
 
Sivan A. O. Dumont, Trustee
COUNTRY PARK DC TRUST DATED EFFECTIVE JANUARY 24, 2015
COUNTRY PARK DD TRUST DATED EFFECTIVE JANUARY 24, 2015
COUNTRY PARK EA TRUST DATED EFFECTIVE JANUARY 20, 2016
COUNTRY PARK EB TRUST DATED EFFECTIVE JANUARY 20, 2016
COUNTRY PARK EC TRUST DATED EFFECTIVE JANUARY 20, 2016
COUNTRY PARK ED TRUST DATED EFFECTIVE JANUARY 20, 2016
COUNTRY PARK FA TRUST DATED EFFECTIVE JANUARY 24, 2017
EVERGREEN NORTH TRUST DATED EFFECTVE MARCH 19, 2013
 /s/ Irwin Chafetz
 
 
Irwin Chafetz, Trustee
 
 
YASMIN LUKATZ 2010 GRANTOR TRUST
 /s/ Yasmin E. Lukatz
 
 /s/ Timothy D. Stein
Yasmin Lukatz, Trustee
 
Timothy D. Stein, Trustee
LUKATZ FAMILY INVESTMENT LLC
 /s/ Yasmin E. Lukatz
 
 /s/ Timothy D. Stein
Yasmin Lukatz, Manager
 
Timothy D. Stein, Manager

Accepted and agreed,
as of the date first written above

LAS VEGAS SANDS CORP.
 
 
 
By:
 /s/ Robert G. Goldstein
 
 
Name: Robert G. Goldstein
 
 
Title: President & COO
 


Registration Rights Agreement Waiver Letter
3

Schedule A
Transferees

Miriam Adelson 2011 Remainder Trust u/d/t dated March 31, 2011
Miriam Adelson 2011 Friends and Family Trust u/d/t dated March 31, 2011
Adelson September 2012 LVS Trust u/d/t dated September 13, 2012
Sivan Ochshorn 2010 Grantor Trust
Sivan Ochshorn 2010 Remainder Trust u/d/t dated December 15, 2010
Yasmin Lukatz 2010 Remainder Trust u/d/t dated October 27, 2010
Yasmin Lukatz 2010 Grantor Trust
Lukatz Family Investment LLC
Country Park DC Trust dated effective January 24, 2015
Country Park DD Trust dated effective January 24, 2015
Country Park EA Trust dated effective January 20, 2016
Country Park EB Trust dated effective January 20, 2016
Country Park EC Trust dated effective January 20, 2016
Country Park ED Trust dated effective January 20, 2016
Country Park FA Trust dated effective January 24, 2017
Evergreen North Trust dated effective March 19, 2013
The 2016 Shelley Faye Adelson Trust dated effective January 10, 2016
General Trust under the Sheldon G. Adelson 2007 Remainder Trust
General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust



Registration Rights Agreement Waiver Letter
4