Scientific Games Corporation
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(Name of Issuer)
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Class A Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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80874P109
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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x | Rule 13d-1(b) |
o | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
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NAME OF REPORTING PERSON
BAKER STREET CAPITAL L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
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3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
5,000,000
|
|
6
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SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
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||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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||
12
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
BAKER STREET CAPITAL MANAGEMENT, LLC
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
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SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
5,000,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
12
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TYPE OF REPORTING PERSON
IA
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1
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NAME OF REPORTING PERSON
BAKER STREET CAPITAL GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
5,000,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
12
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TYPE OF REPORTING PERSON
OO
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1
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NAME OF REPORTING PERSON
VADIM PERELMAN
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
5,000,000
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
|
||
12
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TYPE OF REPORTING PERSON
IN
|
Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number:
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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/ /
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Not Applicable
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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/X/
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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/ /
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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/ /
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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/ /
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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/ /
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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/ /
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
|
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(a)
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Amount beneficially owned:
|
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5,000,000 Shares*
|
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(b)
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Percent of class:
|
|
5.9% (based upon 84,829,084 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2014 as reported in the Issuer’s Amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on November 4, 2014).
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(c)
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Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
5,000,000 Shares*
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
0 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
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5,000,000 Shares*
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
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0 Shares
|
|
*
|
Shares underlying certain call options exercisable within 60 days.
|
|
(a)
|
Amount beneficially owned:
|
|
5,000,000 Shares*
|
|
(b)
|
Percent of class:
|
|
5.9% (based upon 84,829,084 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2014 as reported in the Issuer’s Amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on November 4, 2014).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
5,000,000 Shares*
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
0 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
5,000,000 Shares*
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
0 Shares
|
|
*
|
Consists of the Shares underlying certain call options owned directly by BSC LP that are exercisable within 60 days.
|
|
(a)
|
Amount beneficially owned:
|
|
5,000,000 Shares*
|
|
(b)
|
Percent of class:
|
|
5.9% (based upon 84,829,084 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2014 as reported in the Issuer’s Amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on November 4, 2014).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
5,000,000 Shares*
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
0 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
0 Shares
|
|
*
|
Consists of the Shares underlying certain call options owned directly by BSC LP that are exercisable within 60 days.
|
|
(a)
|
Amount beneficially owned:
|
|
5,000,000 Shares*
|
|
(b)
|
Percent of class:
|
|
5.9% (based upon 84,829,084 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2014 as reported in the Issuer’s Amended Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on November 4, 2014).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
*
|
Consists of the Shares underlying certain call options owned directly by BSC LP that are exercisable within 60 days.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
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Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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Dated: February 17, 2015
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BAKER STREET CAPITAL L.P.
|
|
By:
|
Baker Street Capital GP, LLC
General Partner
|
|
By:
|
/s/ Vadim Perelman
|
|
Name:
|
Vadim Perelman
|
|
Title:
|
Managing Member
|
BAKER STREET CAPITAL GP, LLC
|
||
By:
|
/s/ Vadim Perelman
|
|
Name:
|
Vadim Perelman
|
|
Title:
|
Managing Member
|
BAKER STREET CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/ Vadim Perelman
|
|
Name:
|
Vadim Perelman
|
|
Title:
|
Managing Member
|
/s/ Vadim Perelman
|
|
VADIM PERELMAN
|
Dated: February 17, 2015
|
BAKER STREET CAPITAL L.P.
|
|
By:
|
Baker Street Capital GP, LLC
General Partner
|
|
By:
|
/s/ Vadim Perelman
|
|
Name:
|
Vadim Perelman
|
|
Title:
|
Managing Member
|
BAKER STREET CAPITAL GP, LLC
|
||
By:
|
/s/ Vadim Perelman
|
|
Name:
|
Vadim Perelman
|
|
Title:
|
Managing Member
|
BAKER STREET CAPITAL MANAGEMENT, LLC
|
||
By:
|
/s/ Vadim Perelman
|
|
Name:
|
Vadim Perelman
|
|
Title:
|
Managing Member
|
/s/ Vadim Perelman
|
|
VADIM PERELMAN
|