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*
Wilson Matthew R.

(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 & Grp Chief Exec, Gaming
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020
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 03/01/2020 M 38,556 A $0 38,556 D
Common Stock 03/01/2020 F 9,760 D $18.16(1) 28,796 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 (2) 03/01/2020 A 110,162 (2) (2) Common Stock 110,162 $0 110,162 D
Restricted Stock Units (3) 03/01/2020 A 44,064 (3) (3) Common Stock 44,064 $0 44,064 D
Restricted Stock Units (4) 03/01/2020 A 38,556 (4) (4) Common Stock 38,556 $0 38,556 D
Restricted Stock Units (5) 03/01/2020 M 38,556 (5) (5) Common Stock 38,556 $0 0 D
Explanation of Responses:
1. Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units.
2. The restricted stock units are scheduled to vest in two equal annual installments beginning on July 31, 2022, contingent upon the achievement of performance targets as of each of June 30, 2022 and June 30, 2023, respectively. If full performance targets are not achieved at June 30, 2022 or June 30, 2023, the applicable restricted stock units will vest on a pro rata basis proportionate to the level of performance actually achieved. In addition, any restricted stock units due to vest July 31, 2022 that do not vest at such time because applicable performance targets were not fully achieved as of that date will vest to the extent the targets are met at June 30, 2023. Each vested unit converts into a share of common stock on a one-for-one basis.
3. The restricted stock units are scheduled to vest on the first anniversary of the grant date. Each unit converts into a share of common stock on a one-for-one basis.
4. The restricted stock units vest immediately. Each unit converts into a share of common stock on a one-for-one basis.
5. Represents vesting of restricted stock units granted on March 1, 2020. The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis.
Remarks:
/s/ Su Shi, attorney-in-fact for Matthew R. Wilson 03/02/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.