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*
QUARTIERI MICHAEL
(Last) (First) (Middle)
C/O SCIENTIFIC GAMES CORPORATION
6601 BERMUDA ROAD
(Street)
LAS VEGAS NV 89119
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CFO, Treas & Corp Sec
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2019
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 03/20/2019 M 10,889 A $0 50,155 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
Restricted Stock Units (1) 03/20/2019 M 6,476 (1) (1) Common Stock 6,476 $0 6,477 D
Restricted Stock Units (2) 03/20/2019 M 2,894 (2) (2) Common Stock 2,894 $0 5,787 D
Restricted Stock Units (3) 03/20/2019 M 1,519 (3) (3) Common Stock 1,519 $0 4,559 D
Restricted Stock Units (4) 03/20/2019 A 12,395 (4) (4) Common Stock 12,395 $0 12,395 D
Employee Stock Option (right to buy) $22.69 03/20/2019 A 22,392 (5) 03/20/2029 Common Stock 22,392 $0 22,392 D
Employee Stock Option (right to buy) $22.69 03/20/2019 A 22,392 (6) 03/20/2029 Common Stock 22,392 $0 22,392 D
Explanation of Responses:
1. Represents vesting of one-fourth of restricted stock units granted on June 21, 2016. The balance of the award is scheduled to vest on March 20, 2020 (6,477 shares). Each unit converts into a share of common stock on a one-for-one basis.
2. Represents vesting of one-fourth of restricted stock units granted on March 9, 2017. The balance of the award is scheduled to vest on March 20, 2020 (2,893 shares) and March 20, 2021 (2,894 shares). Each unit converts into a share of common stock on a one-for-one basis.
3. Represents vesting of one-fourth of restricted stock units granted on March 30, 2018. The balance of the award is scheduled to vest on March 20, 2020 (1,520 shares), March 20, 2021 (1,519 shares) and March 20, 2022 (1,520 shares). Each unit converts into a share of common stock on a one-for-one basis.
4. The restricted stock units are scheduled to vest beginning on March 20, 2020 as to 3,098 shares and the balance in three equal installments as to 3,099 shares on each of March 20, 2021, March 20, 2022 and March 20, 2023. Each unit converts into a share of common stock on a one-for-one basis.
5. The stock options are scheduled to become exercisable in four equal annual installments beginning on March 20, 2020.
6. The stock options are scheduled to become exercisable in four equal annual installments beginning on March 20, 2020 (each, a "Vesting Date"), subject to the Company's achievement of annual adjusted EBITDA growth of 10% or more compared to actual adjusted EBITDA for the calendar year ending December 31, 2018 (the "AEBITDA Goal"). If the AEBITDA Goal is met prior to the first Vesting Date, then all four annual installments will vest in accordance with the vesting schedule. If the AEBITDA Goal is met subsequent to the first Vesting Date, each annual installment relating to a Vesting Date that has already occurred will automatically vest upon achievement of the AEBITDA Goal and any remaining installments will vest in accordance with the vesting schedule. If the Compensation Committee of the Company determines that the AEBITDA Goal has not been achieved by the end of the 2022 fiscal year, all stock options are forfeited.
Remarks:
/s/ Su Shi, attorney-in-fact for Michael A. Quartieri 03/22/2019
** 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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