0001104659-12-000457.txt : 20120104 0001104659-12-000457.hdr.sgml : 20120104 20120104214635 ACCESSION NUMBER: 0001104659-12-000457 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120102 FILED AS OF DATE: 20120104 DATE AS OF CHANGE: 20120104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN PETER A CENTRAL INDEX KEY: 0001042589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13063 FILM NUMBER: 12509016 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 4 1 a4.xml 4 X0304 4 2012-01-02 0 0000750004 SCIENTIFIC GAMES CORP SGMS 0001042589 COHEN PETER A C/O COWEN GROUP, INC. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 1 0 0 0 Class A Common Stock 2012-01-02 4 M 0 723 0 A 230668 D Class A Common Stock 2012-01-02 4 M 0 658 0 A 231326 D Class A Common Stock 2012-01-02 4 M 0 1258 0 A 232584 D Class A Common Stock 2012-01-04 4 M 0 1494 0 A 234078 D Class A Common Stock 2012-01-03 4 M 0 2350 0 A 236428 D Class A Common Stock 750000 I By Ramius Enterprise Master Fund Ltd Class A Common Stock 4400 I By wife Class A Common Stock 1500 I By daughter Class A Common Stock 8000 I By trust for daughter Class A Common Stock 7000 I By trust for son Restricted Stock Units 2012-01-02 4 M 0 723 0 D Common Stock 723 0 D Restricted Stock Units 2012-01-02 4 M 0 658 0 D Common Stock 658 659 D Restricted Stock Units 2012-01-02 4 M 0 1258 0 D Common Stock 1258 2516 D Restricted Stock Units 2012-01-04 4 M 0 1494 0 D Common Stock 1494 4481 D Restricted Stock Units 2012-01-03 4 M 0 2350 0 D Common Stock 2350 7052 D Ramius Advisors, LLC ("Ramius Advisors") is the investment advisor of Ramius Enterprise Master Fund Ltd. ("Enterprise") and may be considered the beneficial owner of any securities deemed to be beneficially owned by Enterprise. Ramius LLC ("Ramius") is the sole managing member of Ramius Advisors and may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius Advisors. As the sole member of Ramius, Cowen Group, Inc. ("Cowen") may be considered the beneficial owner of any securities deemed to be owned by Ramius. As a significant shareholder of Cowen, RCG Holdings LLC ("RCG Holdings") may be considered the beneficial owner of any securities deemed to be beneficially owned by Cowen. (continuation of footnote 1): As the managing member of RCG Holdings, C4S & Co., L.L.C. ("C4S") may be considered the beneficial owner of any securities deemed to be beneficially owned by RCG Holdings. The reporting person is a managing member of C4S and may be considered the beneficial owner of any securities deemed to be beneficially owned by C4S. The reporting person and the other Ramius affiliates (other than Enterprise) disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein. On September 15, 2008, 750,000 shares of Class A Common Stock reported herein as being beneficially owned by Enterprise (the "Frozen Shares") were frozen in Enterprise's prime brokerage account as a result of Lehman Brothers International (Europe) ("LBIE") being placed in administration. LBIE, through certain of its affiliates, was a prime broker for Enterprise. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Enterprise claims beneficial ownership over the Frozen Shares until such time as a final determination concerning the Frozen Shares is made. The reporting person is a co-trustee under each of these trusts and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2007. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis. Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2008. The balance of the award is scheduled to vest on January 2, 2013. Each unit converts into a share of common stock on a one-for-one basis. Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2009. The balance of the award is scheduled to vest in two equal installments on each of January 2, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis. Represents vesting of one-fifth of award of restricted stock units granted on January 4, 2010. The balance of the award is scheduled to vest in three equal installments on each of January 4, 2013, 2014 and 2015. Each unit converts into a share of common stock on a one-for-one basis. Represents vesting of one-fourth of award of restricted stock units granted on September 7, 2011. The balance of the award is scheduled to vest in three equal annual installments on each of January 3, 2013, 2014 and 2015. Each unit converts into a share of common stock on a one-for-one basis. /s/ Jack Sarno, attorney-in-fact for Peter A. Cohen 2012-01-04