Statement of Changes in Beneficial Ownership (4)
September 04 2020 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
COTTLE BARRY L |
2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP
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SGMS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O SCIENTIFIC GAMES CORPORATION, 6601 BERMUDA ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/2/2020 |
(Street)
LAS VEGAS, NV 89119
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (1) | 9/2/2020 | | D | | | 200000 | (1) | (1) | Common Stock | 200000 | $0 | 0 | D | |
Restricted Stock Units | (2) | 9/2/2020 | | A | | 100000 | | (2) | (2) | Common Stock | 100000 | $0 | 100000 | D | |
Explanation of Responses: |
(1) | Represents the cancellation of the restricted stock units granted on June 1, 2018, which were scheduled to cliff vest on June 1, 2021, contingent upon the achievement of certain performance criteria (the "Original Grant"). |
(2) | The restricted stock units are scheduled to cliff vest on June 1, 2021. Each unit converts into a share of common stock on a one-for-one basis. |
Remarks: The two reported transactions represent a modification of the Original Grant in light of the COVID-19 pandemic and its effect on the Company's business. For Section 16 reporting purposes, this modification results in the deemed cancellation of the Original Grant and a new grant of restricted stock units on September 2, 2020. The modification was approved in accordance with Rule 16b-3(d). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
COTTLE BARRY L C/O SCIENTIFIC GAMES CORPORATION 6601 BERMUDA ROAD LAS VEGAS, NV 89119 | X |
| President and CEO |
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Signatures
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/s/ Melissa Bengtson, attorney-in-fact for Barry L. Cottle | | 9/4/2020 |
**Signature of Reporting Person | Date |
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