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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Interest in Deferred Compensation Account | (1) | 11/02/2009 | J(1) | 137,969 | (1) | (1) | Common Stock | 137,969 | (1) | 76,536 | I | See Footnote (1) | |||
| Interest in Deferred Compensation Account | (1) | 11/10/2009 | J(1) | 25,505 | (1) | (1) | Common Stock | 25,505 | (1) | 51,031 | I | See Footnote (1) | |||
| Interest in Deferred Compensation Account | (1) | 11/12/2009 | J(1) | 51,031 | (1) | (1) | Common Stock | 51,031 | (1) | 0 | I | See Footnote (1) | |||
| Employee Stock Option (right to buy) | $ 3.5 | 11/09/2009 | D | 70,000 | (2) | 12/30/2009 | Common Stock | 70,000 | $ 12.09 (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 5.13 | 11/09/2009 | D | 100,000 | (3) | 02/27/2010 | Common Stock | 100,000 | $ 10.46 (3) | 500,000 | D | ||||
| Employee Stock Option (right to buy) | $ 5.13 | 11/10/2009 | M | 330,000 | (3) | 02/27/2010 | Common Stock | 330,000 | $ 0 | 170,000 | D | ||||
| Employee Stock Option (right to buy) | $ 5.13 | 11/12/2009 | M | 170,000 | (3) | 02/27/2010 | Common Stock | 170,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WEIL A LORNE C/O SCIENTIFIC GAMES CORPORATION 750 LEXINGTON AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
X | |||
| /s/ Jack Sarno, attorney-in-fact for A. Lorne Weil | 11/12/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents distribution to the reporting person of shares of the issuer's common stock from the reporting person's account under the Scientific Games Corporation Deferred Compensation Plan as contemplated by the terms of the reporting person's employment agreement. |
| (2) | The option became exercisable in four equal installments beginning on December 31, 2000. The option was cancelled on November 9, 2009 by mutual agreement of the reporting person and the issuer. In exchange for such cancellation, the issuer paid the reporting person consideration representing the "spread" value of such option ($12.09 per share) based on the closing price of the issuer's common stock on November 9, 2009. |
| (3) | The option became exercisable as to all of the shares underlying the option (600,000 shares) on August 28, 2003. A portion of the option representing 100,000 shares was cancelled on November 9, 2009 by mutual agreement of the reporting person and the issuer. In exchange for such cancellation, the issuer paid the reporting person consideration representing the "spread" value of such portion of the option ($10.46 per share) based on the closing price of the issuer's common stock on November 9, 2009. No shares of common stock were sold in connection with the exercise of the remaining portion of the option (500,000 shares) reported herein. |