SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mooberry Derik

(Last)

(First)

(Middle)

C/O SCIENTIFIC GAMES CORPORATION

6601 BERMUDA ROAD

(Street)

LAS VEGAS

89119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2019

3. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [ SGMS ]

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,416	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	04/26/2025	Common Stock	8,911	$12.83	D
Employee Stock Option (right to buy)	⁽²⁾	06/20/2026	Common Stock	23,480	$9.65	D
Employee Stock Option (right to buy)	⁽³⁾	06/20/2026	Common Stock	23,480	$9.65	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/08/2027	Common Stock	15,725	$21.6	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/08/2027	Common Stock	15,725	$21.6	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	5,937	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	5,305	⁽⁷⁾	D

Explanation of Responses:

1. Stock options granted on April 27, 2015. All options have vested and are exercisable.

2. Stock options granted on June 21, 2016. The options became exercisable as to 11,740 shares on March 20, 2019 and become exercisable as to the remaining 11,740 shares on March 20, 2020.

3. Stock options granted on June 21, 2016. Vesting of these options was contingent on the Company's common stock attaining a defined stock price hurdle on or before March 20, 2020. The stock price hurdle was achieved on February 2, 2017. The options became exercisable as to 11,740 shares on March 20, 2019 and become exercisable as to the remaining 11,740 shares on March 20, 2020.

4. Stock options granted on March 9, 2017. The options became exercisable as to 5,242 shares on March 20, 2019 and become exercisable as to the remaining shares on each of March 20, 2020 (5,241 shares) and March 20, 2021 (5,242 shares).

5. Stock options granted on March 9, 2017. Vesting of these options was contingent on the Company's common stock attaining a defined stock price hurdle on or before March 20, 2021. The stock price hurdle was achieved on August 11, 2017. The options became exercisable as to 5,242 shares on March 20, 2019 and become exercisable as to the remaining shares on each of March 20, 2020 (5,241 shares) and March 20, 2021 (5,242 shares).

6. The restricted stock units are scheduled to vest on March 20, 2020. Each unit converts into a share of common stock on a one-for-one basis.

7. The restricted stock units are scheduled to vest on March 20, 2020 as to 2,652 shares with the balance of 2,653 shares scheduled to vest on March 20, 2021. Each unit converts into a share of common stock on a one-for-one basis.

Remarks:

	/s/ Su Shi, attorney-in-fact for Derik Mooberry	05/29/2019
	** 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 5 (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.