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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

COHEN PETER A

(Last)

(First)

(Middle)

C/O COWEN GROUP, INC.

599 LEXINGTON AVENUE, 20TH 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)
01/02/2014

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	01/02/2014		M		1,258	A	$0	247,059	D
Class A Common Stock	01/03/2014		M		2,350	A	$0	249,409	D
Class A Common Stock	01/04/2014		M		1,494	A	$0	250,903	D
Class A Common Stock								0	I	By Ramius Enterprise Master Fund Ltd⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock								4,400	I	By wife
Class A Common Stock								9,500	I	By daughter
Class A Common Stock								7,000	I	By son

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	⁽⁴⁾	01/02/2014		M			1,258	⁽⁴⁾	⁽⁴⁾	Common Stock	1,258	$0	0	D
Restricted Stock Units	⁽⁵⁾	01/03/2014		M			2,350	⁽⁵⁾	⁽⁵⁾	Common Stock	2,350	$0	2,351	D
Restricted Stock Units	⁽⁶⁾	01/04/2014		M			1,494	⁽⁶⁾	⁽⁶⁾	Common Stock	1,494	$0	1,494	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 the Chief Executive Officer of Cowen, the reporting person may be deemed to be the beneficial owner of any securities deemed to be beneficially owned by Ramius.

2. (continuation of footnote 1): The reporting person and the other Ramius and Cowen affiliates (other than Enterprise) disclaim beneficial ownership of securities held by Enterprise except to the extent of their pecuniary interest therein.

3. The 750,000 shares previously reported as beneficially owned by Enterprise that were frozen in Enterprise's prime brokerage account as a result of Lehman Brothers International (Europe)("LBIE") being placed in administration on September 15, 2008 are no longer considered beneficially owned by Enterprise due to a settlement agreement between LBIE and Lehman Brothers, Inc. ("LBI") pursuant to which securities held by LBI on behalf of LBIE's clients (including Enterprise) were returned to LBIE and liquidated by LBIE with cash proceeds (rather than securities) distributed to LBIE creditors (including Enterprise) to satisfy creditor claims.

4. Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2009. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis.

5. 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 on January 3, 2015. 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 4, 2010. The balance of the award is scheduled to vest on January 4, 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	01/06/2014
	** 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.