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^*

Adelson Sheldon G

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman/Board,CEO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2012

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)
Common Stock (Restricted)	02/09/2012		A⁽⁶⁾		34,728	A	$0	80,324	D
Common Stock	12/14/2011		G⁽¹⁾	V	3,242,426	D	$0	39,131,412	I	By the Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust
Common Stock	12/14/2011		G⁽¹⁾	V	3,242,426	A	$0	7,414,179	D
Common Stock	12/14/2011		G⁽²⁾	V	19,565,706	D	$0	19,565,706	I	By the Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust
Common Stock	12/14/2011		G⁽²⁾	V	19,565,706	A	$0	42,130,365	I	By the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated 5/1/07
Common Stock	12/14/2011		G⁽³⁾	V	19,565,706	D	$0	0	I	By the Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust
Common Stock	12/14/2011		G⁽³⁾	V	19,565,706	A	$0	42,130,364	I	By the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated 5/1/07
Common Stock	12/19/2011		G⁽⁴⁾	V	7,414,079	D	$0	100	D
Common Stock	12/19/2011		G⁽⁴⁾	V	7,414,079	A	$0	8,249,996	I	By spouse
Common Stock	12/19/2011		G⁽⁵⁾	V	8,249,079	D	$0	917	I	By spouse
Common Stock	12/19/2011		G⁽⁵⁾	V	8,249,079	A	$0	8,249,079	I	By the Miriam Adelson December 2011 LVS Annuity Trust
Common Stock								22,869,067	I	By the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust
Common Stock								26,188,785	I	By the Sheldon G. Adelson October 2009 Three Year LVS Annuity Trust
Common Stock								28,022,248	I	By the Sheldon G. Adelson June 30, 2010 Two Year LVS Annuity Trust
Common Stock								23,518,397	I	By the Sheldon G. Adelson June 29, 2010 Two Year LVS Annuity Trust
Common Stock								22,582,656	I	By the Sheldon G. Adelson September 28, 2010 Two Year LVS Annuity Trust
Common Stock								22,581,427	I	By the Sheldon G. Adelson September 29, 2010 Two Year LVS Annuity Trust
Common Stock								10,209,752	I	By the Sheldon G. Adelson March 2011 Two Year LVS Annuity Trust
Common Stock								12,566,710	I	By Adfam Investment Company LLC
Common Stock								74,717,632	I	By spouse's indirect ownership not otherwise reported above

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)
Option (Right to Buy)	$52.55	02/09/2012		A		51,422		⁽⁷⁾	02/08/2022	Common Stock	51,422	$0	51,422	D

Explanation of Responses:

1. The shares were distributed by the Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust to Mr. Adelson.

2. The shares were distributed to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated May 1, 2007. Dr. Miriam Adelson (Mr. Adelson's spouse), Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.

3. The shares were distributed to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated May 1, 2007. Dr. Adelson, Mr. Stein and Mr. Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.

4. The shares were gifted by Mr. Adelson to Dr. Adelson.

5. The shares were gifted by Dr. Adelson to the Miriam Adelson December 2011 LVS Annuity Trust. Dr. Adelson and Mr. Stein serve as the trustees of the trust. Mr. Stein retains the sole power to direct the vote of these shares.

6. Restricted stock granted under the Las Vegas Sands Corp. 2004 Equity Award Plan.

7. The option vests in four equal annual installments beginning on January 1, 2013.

Remarks:

The purpose of this filing is to report the reporting person's change in ownership interest due to grants of restricted stock and options on February 9, 2012; however, the reporting person has also voluntarily disclosed all 2011 common stock transfers through the end of 2011 that would be otherwise reportable on Form 5.

	/s/ Sheldon G. Adelson	02/10/2012
	** 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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