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*
Mooberry Derik

(Last) (First) (Middle)
C/O SCIENTIFIC GAMES CORPORATION
6601 BERMUDA ROAD

(Street)
LAS VEGAS NV 89119

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [ SGMS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Grp Chief Exec, Gaming
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)
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)
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)
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).
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