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^*

BECKER ROBERT C

(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)
	Vice President & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2012

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	08/16/2012		M		289	A	$0	17,020	D
Class A Common Stock	08/16/2012		F		92	D	$6.54⁽¹⁾	16,928	D
Class A Common Stock	08/16/2012		M		462	A	$0	17,390	D
Class A Common Stock	08/16/2012		F		148	D	$6.54⁽¹⁾	17,242	D
Class A Common Stock	08/16/2012		M		286	A	$0	17,528	D
Class A Common Stock	08/16/2012		F		91	D	$6.54⁽¹⁾	17,437	D
Class A Common Stock	08/16/2012		M		602	A	$0	18,039	D
Class A Common Stock	08/16/2012		F		192	D	$6.54⁽¹⁾	17,847	D
Class A Common Stock	08/16/2012		M		729	A	$0	18,576	D
Class A Common Stock	08/16/2012		F		232	D	$6.54⁽¹⁾	18,344	D
Class A Common Stock	08/16/2012		M		2,122	A	$0	20,466	D
Class A Common Stock	08/16/2012		F		675	D	$6.54⁽¹⁾	19,791	D
Class A Common Stock	08/16/2012		M		4,428	A	$0	24,219	D
Class A Common Stock	08/16/2012		F		1,408	D	$6.54⁽¹⁾	22,811	D
Class A Common Stock	08/16/2012		M		2,882	A	$0	25,693	D
Class A Common Stock	08/16/2012		F		917	D	$6.54⁽¹⁾	24,776	D
Class A Common Stock								28,267	I	By trust

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⁾	08/16/2012		M			289	⁽²⁾	⁽²⁾	Common Stock	289	$0	0	D
Restricted Stock Units	⁽³⁾	08/16/2012		M			462	⁽³⁾	⁽³⁾	Common Stock	462	$0	0	D
Restricted Stock Units	⁽⁴⁾	08/16/2012		M			286	⁽⁴⁾	⁽⁴⁾	Common Stock	286	$0	0	D
Restricted Stock Units	⁽⁵⁾	08/16/2012		M			602	⁽⁵⁾	⁽⁵⁾	Common Stock	602	$0	0	D
Restricted Stock Units	⁽⁶⁾	08/16/2012		M			729	⁽⁶⁾	⁽⁶⁾	Common Stock	729	$0	0	D
Restricted Stock Units	⁽⁷⁾	08/16/2012		M			2,122	⁽⁷⁾	⁽⁷⁾	Common Stock	2,122	$0	530	D
Restricted Stock Units	⁽⁸⁾	08/16/2012		M			4,428	⁽⁸⁾	⁽⁸⁾	Common Stock	4,428	$0	2,952	D
Restricted Stock Units	⁽⁹⁾	08/16/2012		M			2,882	⁽⁹⁾	⁽⁹⁾	Common Stock	2,882	$0	2,883	D

Explanation of Responses:

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

2. Represents vesting of restricted stock units granted on August 16, 2011. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis.

3. Represents vesting of restricted stock units granted on August 16, 2011. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis.

4. Represents vesting of restricted stock units granted on August 16, 2011. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis.

5. Represents vesting of restricted stock units granted on August 16, 2011. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis.

6. Represents vesting of restricted stock units granted on August 16, 2011. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis.

7. Represents vesting of restricted stock units granted on August 16, 2011. The balance of the award is scheduled to vest on February 26, 2013. Each unit converts into a share of common stock on a one-for-one basis.

8. Represents vesting of restricted stock units granted on August 16, 2011. The balance of the award is scheduled to vest in two equal installments on each of February 23, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis.

9. Represents vesting of restricted stock units granted on August 16, 2011. The balance of the award is scheduled to vest in two equal installments on each of February 22, 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 Robert Becker	08/20/2012
	** 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).
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