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) 01/02/2012 | ||||||||||||||||||||||||||
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 | 01/02/2012 | M | 723 | A | $0 | 230,668 | D | |||
Class A Common Stock | 01/02/2012 | M | 658 | A | $0 | 231,326 | D | |||
Class A Common Stock | 01/02/2012 | M | 1,258 | A | $0 | 232,584 | D | |||
Class A Common Stock | 01/04/2012 | M | 1,494 | A | $0 | 234,078 | D | |||
Class A Common Stock | 01/03/2012 | M | 2,350 | A | $0 | 236,428 | D | |||
Class A Common Stock | 750,000 | I | By Ramius Enterprise Master Fund Ltd(1)(2)(3) | |||||||
Class A Common Stock | 4,400 | I | By wife | |||||||
Class A Common Stock | 1,500 | I | By daughter | |||||||
Class A Common Stock | 8,000 | I | By trust for daughter(4) | |||||||
Class A Common Stock | 7,000 | I | By trust for son(4) |
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 | ||||||||
Restricted Stock Units | (5) | 01/02/2012 | M | 723 | (5) | (5) | Common Stock | 723 | $0 | 0 | D | ||||
Restricted Stock Units | (6) | 01/02/2012 | M | 658 | (6) | (6) | Common Stock | 658 | $0 | 659 | D | ||||
Restricted Stock Units | (7) | 01/02/2012 | M | 1,258 | (7) | (7) | Common Stock | 1,258 | $0 | 2,516 | D | ||||
Restricted Stock Units | (8) | 01/04/2012 | M | 1,494 | (8) | (8) | Common Stock | 1,494 | $0 | 4,481 | D | ||||
Restricted Stock Units | (9) | 01/03/2012 | M | 2,350 | (9) | (9) | Common Stock | 2,350 | $0 | 7,052 | D |
Explanation of Responses: |
1. Ramius Advisors, LLC ("Ramius Advisors") is the investment advisor of Ramius Enterprise Master Fund Ltd. ("Enterprise") and may be considered the beneficial owner of any securities deemed to be beneficially owned by Enterprise. Ramius LLC ("Ramius") is the sole managing member of Ramius Advisors and may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius Advisors. As the sole member of Ramius, Cowen Group, Inc. ("Cowen") may be considered the beneficial owner of any securities deemed to be owned by Ramius. As a significant shareholder of Cowen, RCG Holdings LLC ("RCG Holdings") may be considered the beneficial owner of any securities deemed to be beneficially owned by Cowen. |
2. (continuation of footnote 1): As the managing member of RCG Holdings, C4S & Co., L.L.C. ("C4S") may be considered the beneficial owner of any securities deemed to be beneficially owned by RCG Holdings. The reporting person is a managing member of C4S and may be considered the beneficial owner of any securities deemed to be beneficially owned by C4S. The reporting person and the other Ramius affiliates (other than Enterprise) disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein. |
3. On September 15, 2008, 750,000 shares of Class A Common Stock reported herein as being beneficially owned by Enterprise (the "Frozen Shares") were frozen in Enterprise's prime brokerage account as a result of Lehman Brothers International (Europe) ("LBIE") being placed in administration. LBIE, through certain of its affiliates, was a prime broker for Enterprise. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Enterprise claims beneficial ownership over the Frozen Shares until such time as a final determination concerning the Frozen Shares is made. |
4. The reporting person is a co-trustee under each of these trusts and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
5. Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2007. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis. |
6. 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 on January 2, 2013. Each unit converts into a share of common stock on a one-for-one basis. |
7. 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 two equal installments on each of January 2, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis. |
8. Represents vesting of one-fifth of award of restricted stock units granted on January 4, 2010. The balance of the award is scheduled to vest in three equal installments on each of January 4, 2013, 2014 and 2015. Each unit converts into a share of common stock on a one-for-one basis. |
9. Represents vesting of one-fourth of award of restricted stock units granted on September 7, 2011. The balance of the award is scheduled to vest in three equal annual installments on each of January 3, 2013, 2014 and 2015. Each unit converts into a share of common stock on a one-for-one basis. |
/s/ Jack Sarno, attorney-in-fact for Peter A. Cohen | 01/04/2012 | |
** 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. |