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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Raphaelson Ira H

(Last)

(First)

(Middle)

C/O SCIENTIFIC GAMES CORPORATION

750 LEXINGTON AVENUE, 19TH 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)
	Sr. VP, International Affairs

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2011

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)
Class A Common Stock	11/01/2011		M		4,652	A	$0	97,240	D
Class A Common Stock	11/01/2011		F		1,773	D	$8.72⁽¹⁾	95,467	D
Class A Common Stock	11/01/2011		M		5,271	A	$0	100,738	D
Class A Common Stock	11/01/2011		F		2,008	D	$8.72⁽¹⁾	98,730	D
Class A Common Stock	11/01/2011		M		10,000	A	$0	108,730	D
Class A Common Stock	11/01/2011		F		3,808	D	$8.72⁽¹⁾	104,922	D
Class A Common Stock	11/01/2011		M		11,568	A	$0	116,490	D
Class A Common Stock	11/01/2011		F		4,406	D	$8.72⁽¹⁾	112,084	D
Class A Common Stock	11/01/2011		M		14,103	A	$0	126,187	D
Class A Common Stock	11/01/2011		F		5,371	D	$8.72⁽¹⁾	120,816	D
Class A Common Stock	11/01/2011		M		12,750	A	$0	133,566	D
Class A Common Stock	11/01/2011		F		6,113	D	$8.72⁽¹⁾	127,453	D
Class A Common Stock	11/01/2011		M		6,342	A	$0	133,795	D
Class A Common Stock	11/01/2011		F		3,050	D	$8.72⁽¹⁾	130,745	D
Class A Common Stock	11/01/2011		M		17,480	A	$0	148,225	D
Class A Common Stock	11/01/2011		F		8,405	D	$8.72⁽¹⁾	139,820	D
Class A Common Stock	11/01/2011		M		13,658	A	$0	153,478	D
Class A Common Stock	11/01/2011		F		6,567	D	$8.72⁽¹⁾	146,911	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)
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)
Restricted Stock Units	⁽²⁾	11/01/2011		M			4,652	⁽²⁾	⁽²⁾	Class A Common Stock	4,652	$0	0	D
Restricted Stock Units	⁽³⁾	11/01/2011		M			5,271	⁽³⁾	⁽³⁾	Class A Common Stock	5,271	$0	0	D
Restricted Stock Units	⁽⁴⁾	11/01/2011		M			10,000	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽⁵⁾	11/01/2011		M			11,568	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	11,568	$0	0	D
Restricted Stock Units	⁽⁶⁾	11/01/2011		M			14,103	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	14,103	$0	0	D
Restricted Stock Units	⁽⁷⁾	11/01/2011		M			12,750	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	12,750	$0	0	D
Restricted Stock Units	⁽⁷⁾	11/01/2011		M			6,342	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,342	$0	0	D
Restricted Stock Units	⁽⁷⁾	11/01/2011		M			17,480	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	17,480	$0	0	D
Restricted Stock Units	⁽⁷⁾	11/01/2011		M			13,658	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	13,658	$0	0	D

Explanation of Responses:

1. Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units.

2. Represents accelerated vesting of unvested restricted stock units granted on February 27, 2007 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.

3. Represents accelerated vesting of unvested restricted stock units granted on February 26, 2008 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.

4. Represents accelerated vesting of unvested restricted stock units granted on October 7, 2008 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.

5. Represents accelerated vesting of unvested restricted stock units granted on February 23, 2009 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.

6. Represents accelerated vesting of unvested restricted stock units granted on February 22, 2010 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.

7. Represents accelerated vesting of unvested restricted stock units pursuant to the terms of a separation agreement with the reporting person. The restricted stock units were granted on August 16, 2011 pursuant to the issuer's option exchange program. Each unit converted into a share of common stock on a one-for-one basis.

	/s/ Jack Sarno, attorney-in-fact for Ira H. Raphaelson	11/03/2011
	** 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).
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.