SEC FORM 4

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^*

TURNER ERIC M

(Last)

(First)

(Middle)

C/O SCIENTIFIC GAMES CORPORATION

750 LEXINGTON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/04/2011		M		1,493	A	$0	1,493	D
Class A Common Stock	01/02/2011		M		1,258	A	$0	2,751	D
Class A Common Stock	01/02/2011		M		658	A	$0	3,409	D
Class A Common Stock	01/02/2011		M		722	A	$0	4,131	D
Class A Common Stock	01/03/2011		M		801	A	$0	4,932	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/04/2011		M			1,493	⁽¹⁾	⁽¹⁾	Common Stock	1,493	$0	5,975	D
Restricted Stock Units	⁽²⁾	01/02/2011		M			1,258	⁽²⁾	⁽²⁾	Common Stock	1,258	$0	3,774	D
Restricted Stock Units	⁽³⁾	01/02/2011		M			658	⁽³⁾	⁽³⁾	Common Stock	658	$0	1,317	D
Restricted Stock Units	⁽⁴⁾	01/02/2011		M			722	⁽⁴⁾	⁽⁴⁾	Common Stock	722	$0	723	D
Restricted Stock Units	⁽⁵⁾	01/03/2011		M			801	⁽⁵⁾	⁽⁵⁾	Common Stock	801	$0	0	D

Explanation of Responses:

1. Represents vesting of one-fifth of award of restricted stock units granted on January 4, 2010. The balance of the award vests in four equal installments on each of January 4, 2012, 2013, 2014 and 2015. Each unit converts into a share of common stock on a one-for-one basis.

2. Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2009. The balance of the award is scheduled to vest in three equal installments on each of January 2, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis.

3. Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2008. The balance of the award is scheduled to vest in two equal installments on each of January 2, 2012 and 2013. Each unit converts into a share of common stock on a one-for-one basis.

4. Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2007. The balance of the award is scheduled to vest on January 2, 2012. Each unit converts into a share of common stock on a one-for-one basis.

5. Represents vesting of one-fifth of award of restricted stock units granted on January 3, 2006. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis.

	/s/ Jack Sarno, attorney-in-fact for Eric M. Turner	01/04/2011
	** 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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