Scientific Games Corporation
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(Name of Issuer)
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Class A Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
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0533223 10 1
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(CUSIP Number)
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Barry F. Schwartz
Executive Vice Chairman
MacAndrews & Forbes Incorporated
35 East 62nd Street
New York, New York 10065
(212) 572−8600
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
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March 31, 2015
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(Date of Event which Requires Filing of this Statement)
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MacAndrews & Forbes Incorporated
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) þ
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
|
7
|
SOLE VOTING POWER
34,255,737 Shares
|
|
|
|
|
8
|
SHARED VOTING POWER
None; See Item 5
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
34,255,737 Shares
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
None; See Item 5
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,255,737 Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.05%; See Item 5
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SGMS Acquisition Corporation
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) þ
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
|
7
|
SOLE VOTING POWER
26,385,737 Shares
|
|
|
|
|
8
|
SHARED VOTING POWER
None; See Item 5
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
26,385,737 Shares
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
None; See Item 5
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,385,737 Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.85%; See Item 5
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RLX Holdings Two LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) þ
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
|
7
|
SOLE VOTING POWER
3,125,000 Shares
|
|
|
|
|
8
|
SHARED VOTING POWER
None; See Item 5
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
3,125,000 Shares
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
None; See Item 5
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000 Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.65%; See Item 5
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SGMS Acquisition Two Corporation
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) þ
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
|
7
|
SOLE VOTING POWER
4,745,000 Shares
|
|
|
|
|
8
|
SHARED VOTING POWER
None; See Item 5
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
4,745,000 Shares
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
None; See Item 5
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,745,000 Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.55%; See Item 5
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
Exhibit 16 | Rule 10b5-1(c) Trading Plan, dated as of March 31, 2015. |
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MACANDREWS & FORBES INCORPORATED
|
||
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By:
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/s/ Michael C. Borofsky
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Name:
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Michael C. Borofsky
|
|
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Title:
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Senior Vice President
|
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SGMS ACQUISITION CORPORATION
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By:
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/s/ Michael C. Borofsky
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Name:
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Michael C. Borofsky
|
|
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Title:
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Senior Vice President
|
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RLX HOLDINGS TWO LLC
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||
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By:
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/s/ Michael C. Borofsky
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Name:
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Michael C. Borofsky
|
|
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Title:
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Senior Vice President
|
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SGMS ACQUISITION TWO CORPORATION
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||
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By:
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/s/ Michael C. Borofsky
|
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Name:
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Michael C. Borofsky
|
|
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Title:
|
Senior Vice President
|
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2.
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3.
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(a)
|
(b)
|
(c)
|
(e)
|
(a)
|
(c)
|
(d)
|
(g)
|
(j)
|
(b)
|
(c)
|
(d)
|
(e)
|
(ii)
|
UBSFS agrees to indemnify and hold harmless Purchaser from and against all Losses arising out of or attributable to the gross negligence or willful misconduct of UBSFS in connection with this Trading Plan.
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(ii)
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Notwithstanding any other provision hereof, UBSFS shall not be liable to Purchaser for
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(A)
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the exercise of discretionary authority or discretionary control under this Trading Plan, if any, or (B) any failure to effect a purchase required by paragraph 1, except for failures to effect purchases as a result of the gross negligence or willful misconduct of UBSFS.
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(a)
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All notices to UBSFS under this Trading Plan shall be provided in writing to the 10b5-1 Group of UBSFS by facsimile at fax number 201-352-4728.
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(b)
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All notices to Purchaser under this Trading Plan shall be provided by mail to the address below:
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(c)
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UBSFS will provide notification of all purchases of Stock under this Trading Plan to Purchaser and to Issuer by e-mail at the below addresses by 6 p.m. (ET) on the date of execution on a best efforts basis, with a final report by 12 p.m. (ET) on the following business day. Purchaser and Issuer agree to notify UBSFS in writing of any changes to the contact information provided.
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11.
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(a)
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13.
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/s/ Paul G. Savas
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3/31/15
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Name: Paul G. Savas |
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Date
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Title: Executive Vice President and CFO
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/s/ Igor Shteyn |
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3/31/15 |
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Name: Igor Shteyn
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Date |
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Title: Executive Director
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/s/ Christopher Deluca
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3/31/15
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Name: Christopher Deluca
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Date |
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Title: Director |
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