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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [ SGMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 05/16/2018 | M | 26,732 | A | $12.83 | 69,899 | D | |||
Class A Common Stock | 05/16/2018 | M | 7,900 | A | $9.65 | 77,799 | D | |||
Class A Common Stock | 05/16/2018 | S | 34,632 | D | $60.07(1) | 43,167 | D | |||
Class A Common Stock | 05/17/2018 | M | 39,060 | A | $9.65 | 82,227 | D | |||
Class A Common Stock | 05/17/2018 | M | 10,482 | A | $21.6 | 92,709 | D | |||
Class A Common Stock | 05/17/2018 | S | 49,542 | D | $59.64(2) | 43,167 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $12.83 | 05/16/2018 | M | 26,732 | (3) | 04/26/2025 | Common Stock | 26,732 | $12.83 | 8,911 | D | ||||
Employee Stock Option (right to buy) | $9.65 | 05/16/2018 | M | 7,900 | (4) | 06/20/2026 | Common Stock | 7,900 | $9.65 | 39,060 | D | ||||
Employee Stock Option (right to buy) | $9.65 | 05/17/2018 | M | 15,580 | (4) | 06/20/2026 | Common Stock | 15,580 | $9.65 | 23,480 | D | ||||
Employee Stock Option (right to buy) | $9.65 | 05/17/2018 | M | 23,480 | (5) | 06/20/2026 | Common Stock | 23,480 | $9.65 | 23,480 | D | ||||
Employee Stock Option (right to buy) | $21.6 | 05/17/2018 | M | 5,241 | (6) | 03/08/2027 | Common Stock | 5,241 | $21.6 | 15,725 | D | ||||
Employee Stock Option (right to buy) | $21.6 | 05/17/2018 | M | 5,241 | (7) | 03/08/2027 | Common Stock | 5,241 | $21.6 | 15,725 | D |
Explanation of Responses: |
1. The transaction was executed in multiple trades at prices ranging from $59.70 to $60.40. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer. |
2. The transaction was executed in multiple trades at prices ranging from $59.30 to $60.06. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer. |
3. The option became exercisable as to 8,910 shares on April 27, 2016 and as to 8,911 shares on each of April 27, 2017 and April 27, 2018 and becomes exercisable as to 8,911 shares on April 27, 2019. |
4. Vesting of this option was contingent on the Company's Class A Common Stock attaining a trading day average closing price that was achieved on February 2, 2017. The option became exercisable as to 11,740 shares on each of March 20, 2017 and March 20, 2018 and becomes exercisable as to 11,740 shares on each of March 20, 2019 and March 20, 2020. |
5. The option became exercisable as to 11,740 shares on each of March 20, 2017 and March 20, 2018 and becomes exercisable as to 11,740 shares on each of March 20, 2019 and March 20, 2020. |
6. Vesting of this option was contingent on the Company's Class A Common Stock attaining a trading day average closing price that was achieved on August 11, 2017. The option became exercisable as to 5,241 shares on March 20, 2018 and becomes exercisable on March 20, 2019 (5,242 shares); March 20, 2020 (5,241 shares) and March 20, 2021 (5,242 shares). |
7. The option became exercisable as to 5,241 shares on March 20, 2018 and becomes exercisable on March 20, 2019 (5,242 shares); March 20, 2020 (5,241 shares) and March 20, 2021 (5,242 shares). |
Remarks: |
/s/ McLaurin Files, attorney-in-fact for Derik Mooberry | 05/18/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |