SEC FORM 4

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^*

Potts Larry

(Last)

(First)

(Middle)

C/O SCIENTIFIC GAMES CORPORATION

750 LEXINGTON AVENUE, 25TH FLOOR

(Street)

NEW YORK

10022

(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)
	VP & Chief Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$16.94	08/16/2011		D			50,000	⁽¹⁾	09/06/2014	Common Stock	50,000	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	08/16/2011		A			5,760	⁽¹⁾	⁽¹⁾	Common Stock	5,760	⁽¹⁾	5,760	D
Employee Stock Option (right to buy)	$23.15	08/16/2011		D			21,000	⁽²⁾	12/08/2014	Common Stock	21,000	⁽²⁾	0	D
Restricted Stock Units	⁽²⁾	08/16/2011		A			1,350	⁽²⁾	⁽²⁾	Common Stock	1,350	⁽²⁾	1,350	D
Employee Stock Option (right to buy)	$27.68	08/16/2011		D			10,000	⁽³⁾	12/14/2015	Common Stock	10,000	⁽³⁾	0	D
Restricted Stock Units	⁽³⁾	08/16/2011		A			669	⁽³⁾	⁽³⁾	Common Stock	669	⁽³⁾	669	D
Employee Stock Option (right to buy)	$33.94	08/16/2011		D			17,178	⁽⁴⁾	02/26/2017	Common Stock	17,178	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	08/16/2011		A			1,321	⁽⁴⁾	⁽⁴⁾	Common Stock	1,321	⁽⁴⁾	1,321	D
Employee Stock Option (right to buy)	$21.27	08/16/2011		D			24,128	⁽⁵⁾	02/25/2018	Common Stock	24,128	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁵⁾	08/16/2011		A			4,805	⁽⁵⁾	⁽⁵⁾	Common Stock	4,805	⁽⁵⁾	4,805	D
Employee Stock Option (right to buy)	$12.21	08/16/2011		D			31,136	⁽⁶⁾	02/22/2019	Common Stock	31,136	⁽⁶⁾	0	D
Restricted Stock Units	⁽⁶⁾	08/16/2011		A			13,247	⁽⁶⁾	⁽⁶⁾	Common Stock	13,247	⁽⁶⁾	13,247	D
Employee Stock Option (right to buy)	$15.65	08/16/2011		D			27,951	⁽⁷⁾	02/21/2020	Common Stock	27,951	⁽⁷⁾	0	D
Restricted Stock Units	⁽⁷⁾	08/16/2011		A			10,351	⁽⁷⁾	⁽⁷⁾	Common Stock	10,351	⁽⁷⁾	10,351	D

Explanation of Responses:

1. On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on September 7, 2004 (such canceled option provided for vesting in five equal installments beginning on September 7, 2005). In exchange for the option, the reporting person received 5,760 restricted stock units, all of which are scheduled to vest on August 16, 2012. Each unit converts into a share of common stock on a one-for-one basis.

2. On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on December 9, 2004 (such canceled option provided for vesting in five equal installments beginning on December 9, 2005). In exchange for the option, the reporting person received 1,350 restricted stock units, all of which are scheduled to vest on August 16, 2012. Each unit converts into a share of common stock on a one-for-one basis.

3. On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on December 15, 2005 (such canceled option provided for vesting in five equal installments beginning on December 15, 2006). In exchange for the option, the reporting person received 669 of restricted stock units, all of which are scheduled to vest on August 16, 2012. Each unit converts into a share of common stock on a one-for-one basis.

4. On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 27, 2007 (such canceled option provided for vesting in five equal installments beginning on February 27, 2008). In exchange for the option, the reporting person received 1,321 restricted stock units, all of which are scheduled to vest on August 16, 2012. Each unit converts into a share of common stock on a one-for-one basis.

5. On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 26, 2008 (such canceled option provided for vesting in five equal installments beginning on February 26, 2009). In exchange for the option, the reporting person received 4,805 restricted stock units, 3,844 of which are scheduled to vest on August 16, 2012 and 961 of which are scheduled to vest on February 26, 2013. Each unit converts into a share of common stock on a one-for-one basis.

6. On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 23, 2009 (such canceled option provided for vesting in five equal installments beginning on February 23, 2010). In exchange for the option, the reporting person received 13,247 restricted stock units, 7,948 of which are scheduled to vest on August 16, 2012, 2,649 of which are scheduled to vest on February 23, 2013 and 2,650 of which are scheduled to vest on February 23, 2014. Each unit converts into a share of common stock on a one-for-one basis.

7. On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 22, 2010 (such canceled option provided for vesting in four equal installments beginning on February 22, 2011). In exchange for the option, the reporting person received 10,351 restricted stock units, 5,175 of which are scheduled to vest on August 16, 2012, 2,588 of which are scheduled to vest on February 22, 2013 and 2,588 of which are scheduled to vest on February 22, 2014. Each unit converts into a share of common stock on a one-for-one basis.

	/s/ Jack Sarno, attorney-in-fact for Larry A. Potts	08/18/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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