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
                      

1. Name and Address of Reporting Person *

TOWNSEND FRANCES F
2. Issuer Name and Ticker or Trading Symbol

SCIENTIFIC GAMES CORP [ SGMS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SCIENTIFIC GAMES CORPORATION, 6601 BERMUDA ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/16/2020
(Street)

LAS VEGAS, NV 89119
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/16/2020  M  17104 A$0 95846 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)9/16/2020  M     1555   (1) (1)Common Stock 1555 $0 0 D  
Restricted Stock Units  (2)9/16/2020  M     1394   (2) (2)Common Stock 1394 $0 0 D  
Restricted Stock Units  (3)9/16/2020  M     5783   (3) (3)Common Stock 5783 $0 0 D  
Restricted Stock Units  (4)9/16/2020  M     8372   (4) (4)Common Stock 8372 $0 0 D  

Explanation of Responses:
(1) Represents vesting of the remaining restricted stock units granted on June 19, 2017 in connection with the conclusion of Ms. Townsend's service as a director on September 16, 2020 in connection with the transactions provided for in the Stock Purchase Agreement by and among Pivot Buyer LLC and certain affiliates of MacAndrews and Forbes Incorporated. The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis.
(2) Represents vesting of the remaining restricted stock units granted on June 13, 2018 in connection with the conclusion of Ms. Townsend'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.
(3) Represents vesting of the remaining restricted stock units granted on June 12, 2019 in connection with the conclusion of Ms. Townsend'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 restricted stock units granted on June 10, 2020 in connection with the conclusion of Ms. Townsend'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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TOWNSEND FRANCES F
C/O SCIENTIFIC GAMES CORPORATION
6601 BERMUDA ROAD
LAS VEGAS, NV 89119
X



Signatures
/s/ Melissa Bengtson, attorney-in-fact for Frances F. Townsend9/16/2020
**Signature of Reporting PersonDate

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