0000950142-13-002480.txt : 20131231 0000950142-13-002480.hdr.sgml : 20131231 20131231162648 ACCESSION NUMBER: 0000950142-13-002480 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131223 FILED AS OF DATE: 20131231 DATE AS OF CHANGE: 20131231 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS SANDS CORP CENTRAL INDEX KEY: 0001300514 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270099920 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 414-1000 MAIL ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEVEN MICHAEL A CENTRAL INDEX KEY: 0001040619 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32373 FILM NUMBER: 131305893 MAIL ADDRESS: STREET 1: 2500 PEACHTREE ROAD STREET 2: APT 801 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER NAME: FORMER CONFORMED NAME: LAVEN MICHAEL A DATE OF NAME CHANGE: 19970609 4 1 es1301359_4-leven.xml OWNERSHIP DOCUMENT X0306 4 2013-12-23 0 0001300514 LAS VEGAS SANDS CORP LVS 0001040619 LEVEN MICHAEL A 3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS NV 89109 1 1 0 0 President and COO Common Stock 2013-12-23 5 G 0 E 64383 0 D 111512 D Common Stock 2013-12-27 4 M 0 92500 0.33 A 204012 D Common Stock 2013-12-27 4 S 0 90800 78.4930 D 113212 D Common Stock 2013-12-27 4 S 0 1700 79.1682 D 111512 D Common Stock 2013-12-27 4 M 0 92500 12.19 A 204012 D Common Stock 2013-12-27 4 S 0 91600 78.5039 D 112412 D Common Stock 2013-12-27 4 S 0 900 79.23 D 111512 D Common Stock 2013-12-31 4 M 0 100000 0 A 211512 D Option (Right to Buy) 0.33 2013-12-27 4 M 0 92500 0 D 2014-03-11 Common Stock 92500 380000 D Option (Right to Buy) 12.19 2013-12-27 4 M 0 92500 0 D 2014-03-11 Common Stock 92500 380000 D Restricted Stock Units 2013-12-31 4 M 0 100000 0 D Common Stock 100000 200000 D In accordance with the provisions of the Issuer's 2004 Equity Award Plan, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options to reflect the $2.75 per share special dividend to be paid on outstanding shares of the Issuer's common stock. The exercise price of options with an exercise price of $2.75 or less was reduced by 79%, and the holder received the remaining portion of the exercise price adjustment in cash. The equitable adjustment was effective as of December 10, 2012. Shares sold in connection with the exercise of stock options pursuant to a previously disclosed 10b5-1 trading plan. This transaction was executed in multiple trades at prices ranging from $78.10 to $79.06. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $79.12 to $79.21. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. In accordance with the provisions of the Issuer's 2004 Equity Award Plan, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options to reflect the $2.75 per share special dividend to be paid on outstanding shares of the Issuer's common stock. The equitable adjustment was effective as of December 10, 2012. This transaction was executed in multiple trades at prices ranging from $78.13 to $79.07. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. Reflects settlement of a portion of the Reporting Person's restricted stock unit award which provided that 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, the Reporting Person shall receive 100,000 restricted shares of the Issuer's common stock, which shall vest entirely on December 31, 2014. The shares of restricted stock were granted under the Issuer's 2004 Equity Award Plan. The Reporting Person was granted options to purchase 3,000,000 shares on March 11, 2009, all of which are vested. The Reporting Person was granted options to purchase 1,000,000 shares on January 1, 2010, all of which are vested. 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. The remaining portion of the restricted stock unit award will vest and vested shares are scheduled to be delivered to the Reporting Person as follows: (a) if the Average Closing Price during the month of December 2014 is at least $60.00 per share then, in addition to any shares delivered as described in footnote (7), on December 31, 2014, the Reporting Person shall receive 100,000 shares of the Issuer's common stock; and (b) if the Average Closing Price during the month of December 2014 is at least $70.00 per share then, in addition to any shares delivered as described in footnote (7) and any shares deliverable pursuant to (a) above, on December 31, 2014, the Reporting Person shall receive 100,000 shares of the Issuer's common stock. 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. In addition to the 211,512 shares listed in Table I and the 760,000 vested options and the 200,000 unvested restricted stock units listed in Table II, Mr. Leven holds vested options to purchase 10,000 shares. /s/ Michael A. Leven 2013-12-31