-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OW5vaSdnP2Pl0tEEcUz6OThXm2OvteeqgUMdnOCZbHJwFithlFTZug19b34TlCV2 BYvfk9p0+dt12UJJMGf6EQ== 0001104659-11-011602.txt : 20110301 0001104659-11-011602.hdr.sgml : 20110301 20110301215701 ACCESSION NUMBER: 0001104659-11-011602 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110223 FILED AS OF DATE: 20110301 DATE AS OF CHANGE: 20110301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frater Stephen G CENTRAL INDEX KEY: 0001514124 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13063 FILM NUMBER: 11654186 MAIL ADDRESS: STREET 1: 99, GREEN LANE STREET 2: HOUNSLOW CITY: MIDDLESEX STATE: X0 ZIP: TW4 6BW ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC GAMES CORP CENTRAL INDEX KEY: 0000750004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 810422894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3027374300 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AUTOTOTE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TOTE INC DATE OF NAME CHANGE: 19920317 3 1 a3.xml 3 X0203 3 2011-02-23 0 0000750004 SCIENTIFIC GAMES CORP SGMS 0001514124 Frater Stephen G 99, GREEN LANE, HOUNSLOW MIDDLESEX X0 TW4 6BW UNITED KINGDOM 0 1 0 0 Division Executive Chairman Class A Common Stock 20944 D Employee Stock Option (right to buy) 37.47 2016-04-19 Common Stock 100000 D Employee Stock Option (right to buy) 33.94 2017-02-26 Common Stock 13737 D Employee Stock Option (right to buy) 21.27 2018-02-25 Common Stock 20307 D Employee Stock Option (right to buy) 30.08 2018-06-30 Common Stock 35000 D Employee Stock Option (right to buy) 12.21 2019-02-22 Common Stock 25713 D Employee Stock Option (right to buy) 15.65 2020-02-21 Common Stock 19810 D Restricted Stock Units Common Stock 5000 D Restricted Stock Units Common Stock 2002 D Restricted Stock Units Common Stock 5041 D Restricted Stock Units Common Stock 7241 D Restricted Stock Units Common Stock 7575 D The option became exercisable as to one-fifth of the underlying shares on each of April 20, 2007, 2008, 2009 and 2010 and becomes exercisable as to one-fifth of the underlying shares on April 20, 2011. The option became exercisable as to one-fifth of the underlying shares on each of February 27, 2008, 2009 and 2010 and becomes exercisable as to one-fifth of the underlying shares on each of February 27, 2011 and 2012. The option became exercisable as to one-fifth of the underlying shares on each of February 26, 2009 and 2010 and becomes exercisable as to one-fifth of the underlying shares on each of February 26, 2011, 2012 and 2013. The option became exercisable as to one-fifth of the underlying shares on each of July 1, 2009 and 2010 and becomes exercisable as to one-fifth of the underlying shares on each of July 1, 2011, 2012 and 2013. The option became exercisable as to one-fifth of the underlying shares on each of February 23, 2010 and 2011 and becomes exercisable as to one-fifth of the underlying shares on each of February 23, 2012, 2013 and 2014. The option became exercisable as to one-fourth of the underlying shares on February 22, 2011 and becomes exercisable as to one-fourth of the underlying shares on each of February 22, 2012, 2013, and 2014. The reporting person was granted 25,000 restricted stock units on April 20, 2006, one-fifth of which vested on each of April 20, 2007, 2008, 2009 and 2010. The balance of the award vests on April 20, 2011. Each unit converts into a share of common stock on a one-for-one basis. The reporting person was granted 5,003 restricted stock units on February 27, 2007, one-fifth of which vested on February 27, 2008 based upon satisfaction of certain performance criteria and one-fifth of which vested on each of February 27, 2009 and 2010. The balance of the award vests in two equal installments on each of February 27, 2011 and 2012. Each unit converts into a share of common stock on a one-for-one basis. The reporting person was granted 8,401 restricted stock units on February 26, 2008, one-fifth of which vested on February 26, 2009 based upon satisfaction of certain performance criteria and one-fifth of which vested on February 26, 2010. The balance of the award vests in three equal installments on each of February 26, 2011, 2012 and 2013. Each unit converts into a share of common stock on a one-for-one basis. The reporting person was granted 12,067 restricted stock units on February 23, 2009, one-fifth of which vested on February 23, 2010 based upon satisfaction of certain performance criteria and one-fifth of which vested on February 23, 2011. The balance of the award vests in three equal installments on each of February 23, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis. The reporting person was granted 10,100 restricted stock units on February 22, 2010, one-fourth of which vested on February 22, 2011 based upon satisfaction of certain performance criteria. The balance of the award vests in three equal installments on each of February 22, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis. /s/ Jack Sarno, attorney-in-fact for Stephen G. Frater 2011-03-01 EX-24 2 ex-24.htm EX-24 Exhibit 24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ira H. Raphaelson, Jack B. Sarno and Alana J. Cohen, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

1.               execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Scientific Games Corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

2.               do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 and 5, and any amendments thereto, and timely file such form or report with the Securities and Exchange Commission and any stock exchange or similar authority; and

 

3.               take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney supersedes any Power of Attorney previously granted by the undersigned with respect to the foregoing matters and shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of February, 2011.

 

 

Signature /s/ Stephen G. Frater

 

 

 

 

 

Stephen G. Frater

 

Print Name

 

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