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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [ SGMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 08/03/2004 | C | 21,915,089 | A | (1) | 21,915,089(2) | I | By SGMS Acquisition Corporation and Mafco Holdings Inc.(3) | ||
Series B Preferred Stock | 08/03/2004 | J(4) | 1,097.664 | D | (4) | 0 | I | By SGMS Acquisition Corporation and Mafco Holdings Inc.(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Convertible Preferred Stock | (1) | 08/03/2004 | C | 1,218,479(5) | 09/06/2000 | 09/06/2005 | Class A Common Stock | 21,915,089 | (1) | 0 | I | By SGMS Acquisition Corporation and Mafco Holdings Inc.(3) |
Explanation of Responses: |
1. The Class A Common Stock was acquired as a result of the conversion of 1,218,479 shares of Series A Convertible Preferred Stock. Pursuant to the Certificate of Designations governing the Series A Convertible Preferred Stock, each share of such stock was converted into 17.9856 shares of Class A Common Stock. |
2. Does not include 1,781 shares of restricted Class A Common Stock held by Mr. Perelman directly. |
3. Mr. Perelman is the sole stockholder of Mafco Holdings Inc., which is the sole stockholder of SGMS Acquisition Corporation. The address of Mafco Holdings Inc. is 35 East 62nd Street, New York, NY 10021. |
4. Pursuant to the Certificate of Designations governing the Series B Preferred Stock, Scientific Games Corporation redeemed the Series B Preferred Stock for $1 per share concurrently with the conversion of the Series A Convertible Preferred Stock into Class A Common Stock. |
5. Includes 18,152 shares paid as a dividend in kind on December 31, 2003. |
/s/ Barry F. Schwartz for Ronald O. Perelman pursuant to a power of attorney filed with the SEC | 08/05/2004 | |
** 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. |