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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SCIENTIFIC GAMES CORP [ SGMS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/16/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/16/2020 | M | 17,104 | A | $0.00 | 17,104 | D | |||
Common Stock | 09/16/2020 | S | 9,375,806 | D | $28 | 27,435,554 | I | See footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 09/16/2020 | M | 1,555 | (2) | (2) | Common Stock | 1,555 | $0.00 | 0 | D | ||||
Restricted Stock Units | (3) | 09/16/2020 | M | 1,394 | (3) | (3) | Common Stock | 1,394 | $0.00 | 0 | D | ||||
Restricted Stock Units | (4) | 09/16/2020 | M | 5,783 | (4) | (4) | Common Stock | 5,783 | $0.00 | 0 | D | ||||
Restricted Stock Units | (5) | 09/16/2020 | M | 8,372 | (5) | (5) | Common Stock | 8,372 | $0.00 | 0 | D |
Explanation of Responses: |
1. Mr. Perelman is the sole beneficiary and trustee of The ROP Revocable Trust dated 1/9/2018 (the "Trust"), which directly holds 105,624 shares of common stock. The Trust is also the sole stockholder of MacAndrews & Forbes Incorporated, which is the sole stockholder, directly or indirectly, of each of SGMS Acquisition Corporation, RLX Holdings Two LLC, SGMS Acquisition Two LLC, SGMS Acquisition Three LLC and MacAndrews & Forbes Group, LLC, which hold the remaining securities described above. On September 16, 2020, SGMS Acquisition Corporation, RLX Holdings Two LLC, SGMS Acquisition Two LLC, SGMS Acquisition Three LLC and MacAndrews & Forbes Group, LLC sold an aggregate of 9,375,806 shares of Common Stock pursuant to a Stock Purchase Agreement with Pivot Buyer LLC (the "Stock Purchase Agreement"). |
2. Represents vesting of the remaining restricted stock units granted on June 19, 2017 in connection with the conclusion of Mr. Perelman's service as a director on September 16, 2020 in connection with the transactions provided for in the Stock Purchase Agreement. The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis. |
3. Represents vesting of the remaining restricted stock units granted on June 13, 2018 in connection with the conclusion of Mr. Perelman's service as a director on September 16, 2020 as described above. The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis. |
4. Represents vesting of the remaining restricted stock units granted on June 12, 2019 in connection with the conclusion of Mr. Perelman's service as a director on September 16, 2020 as described above. The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis. |
5. Represents vesting of the restricted stock units granted on June 10, 2020 in connection with the conclusion of Mr. Perelman's service as a director on September 16, 2020 as described above. The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis. |
Remarks: |
/s/ Ronald O. Perelman | 09/16/2020 | |
** 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. | ||
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 Number. |