0001104659-13-047498.txt : 20130606 0001104659-13-047498.hdr.sgml : 20130606 20130606174602 ACCESSION NUMBER: 0001104659-13-047498 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130604 FILED AS OF DATE: 20130606 DATE AS OF CHANGE: 20130606 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 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: 13898375 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 a4.xml 4 X0306 4 2013-06-04 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 2013-06-05 4 M 0 2370 0 A 245801 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 2013-06-04 4 A 0 6900 0 A Common Stock 6900 6900 D Restricted Stock Units 2013-06-05 4 M 0 2370 0 D Common Stock 2370 7112 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, although, based on currently available information, it appears unlikely that the Frozen Shares will be returned to Enterprise. 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. The restricted stock units are scheduled to vest in four equal annual installments beginning on June 4, 2014. Each unit converts into a share of common stock on a one-for-one basis. Represents vesting of one-fourth of restricted stock units granted on June 5, 2012. The balance of the award is scheduled to vest in three equal installments on each of June 5, 2014, 2015 and 2016. 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 2013-06-06