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^*

LEVEN MICHAEL A

(Last)

(First)

(Middle)

3355 LAS VEGAS BOULEVARD SOUTH

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAS VEGAS SANDS CORP [ LVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2012

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)

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⁾	06/11/2012		A		300,000		⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	300,000	$0⁽¹⁾	300,000	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of the issuer's common stock. The restricted stock units were granted under the issuer's 2004 Equity Award Plan.

2. The restricted stock unit award will vest as set forth below. Vested shares are scheduled to be delivered to Mr. Leven on the applicable vesting date. (a) If the average closing price on the New York Stock Exchange of the issuer's common stock (the "Average Closing Price") during the month of December 2013 is at least $50.00 per share then, on December 31, 2013, Mr. Leven shall receive 100,000 restricted shares of the issuer's common stock, which shall vest entirely on December 31, 2014. (b) Alternatively if the Average Closing Price during the month of December 2013 is less than $50.00 per share, but the Average Closing Price during the month of December 2014 is at least $50.00 per share then, on December 31, 2014, Mr. Leven shall receive 100,000 shares of the issuer's common stock. [cont'd in fn 3]

3. [cont'd from fn 2] (c) If the Average Closing Price during the month of December 2014 is at least $60.00 per share then, in addition to any shares deliverable pursuant to (a) or (b) above, as applicable, on December 31, 2014, Mr. Leven shall receive 100,000 shares of the issuer's common stock. (d) If the Average Closing Price during the month of December 2014 is at least $70.00 per share then, in addition to any shares deliverable pursuant to (a) or (b) above, as applicable, and any shares deliverable pursuant to (c) above, on December 31, 2014, Mr. Leven shall receive 100,000 shares of the issuer's common stock.

4. Any restricted stock unit awards that have not vested as of 11:59 p.m. Las Vegas local time on December 31, 2014, shall terminate and be immediately forfeited without any consideration payable therefor.

	/s/ Michael A. Leven	06/12/2012
	** 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).
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