Las Vegas Sands Form 5 / Miriam Adelson ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Adelson Miriam

(Last)

(First)

(Middle)

5500 HAVEN STREET

(Street)

LAS VEGAS

89119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAS VEGAS SANDS CORP [ LVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/30/2022		G⁽¹⁾	15,000,000	D	$0.00	34,010,540⁽²⁾	I	By Trust K for the benefit of one or more members of the Adelson family
Common Stock	08/30/2022		G⁽¹⁾	15,000,000	A	$0.00	74,814,992	D
Common Stock	08/31/2022		G⁽¹⁾	15,000,000	D	$0.00	59,814,992	D
Common Stock	08/31/2022		G⁽¹⁾	15,000,000	A	$0.00	15,000,000⁽²⁾	I	By Trust H for the benefit of one or more members of the Adelson family
Common Stock	09/15/2022		G⁽¹⁾	3,941,600	D	$0.00	5,058,400⁽²⁾	I	By Trust D for the benefit of one or more members of the Adelson family
Common Stock	09/15/2022		G⁽¹⁾	3,941,600	A	$0.00	63,756,592	D
Common Stock	12/15/2022		G⁽¹⁾	3,461,000	D	$0.00	6,539,000⁽²⁾	I	By Trust E for the benefit of one or more members of the Adelson family
Common Stock	12/15/2022		G⁽¹⁾	3,461,000	A	$0.00	67,217,592	D
Common Stock	12/16/2022		G⁽¹⁾	10,000,000	D	$0.00	57,217,592	D
Common Stock	12/16/2022		G⁽¹⁾	10,000,000	A	$0.00	10,000,000⁽²⁾	I	By Trust I for the benefit of one or more members of the Adelson family
Common Stock							12,566,710⁽²⁾	I	By an Adelson family investment vehicle.
Common Stock							186,449,105⁽²⁾	I	By family member or trusts for benefit of one or more Adelson family members not reported above

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)	4. Transaction Code (Instr. 8)	(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)
Option (Right to Buy)	$75.26	08/25/2022		W⁽³⁾		55,169	⁽⁴⁾	01/27/2024	Common Stock	55,169	$0.00	0	I	By Estate of Sheldon G. Adelson
Option (Right to Buy)	$40.87	08/25/2022		W⁽³⁾		77,991	⁽⁴⁾	01/25/2026	Common Stock	77,991	$0.00	0	I	By Estate of Sheldon G. Adelson
Option (Right to Buy)	$55.47	08/25/2022		W⁽³⁾		102,412	⁽⁴⁾	01/22/2027	Common Stock	102,412	$0.00	0	I	By Estate of Sheldon G. Adelson
Option (Right to Buy)	$63.26	08/25/2022		W⁽³⁾		115,606	⁽⁴⁾	09/05/2027	Common Stock	115,606	$0.00	0	I	By Estate of Sheldon G. Adelson
Option (Right to Buy)	$75.18	08/25/2022		W⁽³⁾		81,234	⁽⁴⁾	02/01/2028	Common Stock	81,234	$0.00	0	I	By Estate of Sheldon G. Adelson
Option (Right to Buy)	$59.89	08/25/2022		W⁽³⁾		129,701	⁽⁴⁾	01/31/2029	Common Stock	129,701	$0.00	0	I	By Estate of Sheldon G. Adelson
Option (Right to Buy)	$65.31	08/25/2022		W⁽³⁾		132,625	⁽⁴⁾	01/30/2030	Common Stock	132,625	$0.00	0	I	By Estate of Sheldon G. Adelson
Option (Right to Buy)	$75.26	08/25/2022		W⁽³⁾	55,169		⁽⁴⁾	01/27/2024	Common Stock	55,169	$0.00	55,169⁽²⁾	I	By Trust J for the benefit of one or more members of the Adelson family
Option (Right to Buy)	$40.87	08/25/2022		W⁽³⁾	77,991		⁽⁴⁾	01/25/2026	Common Stock	77,991	$0.00	77,991⁽²⁾	I	By Trust J for the benefit of one or more members of the Adelson family
Option (Right to Buy)	$55.47	08/25/2022		W⁽³⁾	102,412		⁽⁴⁾	01/22/2027	Common Stock	102,412	$0.00	102,412⁽²⁾	I	By Trust J for the benefit of one or more members of the Adelson family
Option (Right to Buy)	$63.26	08/25/2022		W⁽³⁾	115,606		⁽⁴⁾	09/05/2027	Common Stock	115,606	$0.00	115,606⁽²⁾	I	By Trust J for the benefit of one or more members of the Adelson family
Option (Right to Buy)	$75.18	08/25/2022		W⁽³⁾	81,234		⁽⁴⁾	02/01/2028	Common Stock	81,234	$0.00	81,234⁽²⁾	I	By Trust J for the benefit of one or more members of the Adelson family
Option (Right to Buy)	$59.89	08/25/2022		W⁽³⁾	129,701		⁽⁴⁾	01/31/2029	Common Stock	129,701	$0.00	129,701⁽²⁾	I	By Trust J for the benefit of one or more members of the Adelson family
Option (Right to Buy)	$65.31	08/25/2022		W⁽³⁾	132,625		⁽⁴⁾	01/30/2030	Common Stock	132,625	$0.00	132,625⁽²⁾	I	By Trust J for the benefit of one or more members of the Adelson family

Explanation of Responses:

1. The shares were transferred for no consideration among one or more members of or trusts for the benefit of the Adelson family.

2. Represents indirect ownership immediately following the transaction.

3. Represents a transfer from the Estate of Sheldon G. Adelson, of which the reporting person is the executor.

4. These options are fully vested.

Remarks:

Due to the limitation on the number of transactions that can be reported on a single Form 5, this Form 5 is the second of three being filed by the reporting person on the date hereof.

	/s/ Miriam Adelson	02/14/2023
	** 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.
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Las Vegas Sands (LVS) Form 5LAS VEGAS SANDS / Miriam Adelson ownership change