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