Statement of Changes in Beneficial Ownership (4)
March 22 2019 - 3:35PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Sottile James
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2. Issuer Name
and
Ticker or Trading Symbol
SCIENTIFIC GAMES CORP
[
SGMS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec VP & Chief Legal Officer
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(Last)
(First)
(Middle)
C/O SCIENTIFIC GAMES CORPORATION, 6601 BERMUDA ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/20/2019
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(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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Common Stock
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3/20/2019
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M
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671
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A
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$0
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671
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D
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Common Stock
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3/20/2019
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F
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211
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D
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$22.69
(1)
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460
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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3/20/2019
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M
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671
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(2)
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(2)
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Common Stock
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671.0
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$0
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2016
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D
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Restricted Stock Units
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(3)
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3/20/2019
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A
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8373
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(3)
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(3)
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Common Stock
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8373.0
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$0
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8373
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D
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Employee Stock Option (right to buy)
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$22.69
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3/20/2019
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A
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15127
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(4)
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3/20/2029
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Common Stock
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15127.0
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$0
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15127
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D
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Employee Stock Option (right to buy)
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$22.69
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3/20/2019
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A
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15127
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(5)
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3/20/2029
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Common Stock
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15127.0
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$0
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15127
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D
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Explanation of Responses:
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(1)
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Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units.
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(2)
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Represents vesting of one-fourth of restricted stock units granted on September 4, 2018. The balance of the award is scheduled to vest in three equal installments of 672 shares on each of March 20, 2020, March 20, 2021 and March 20, 2022. Each unit converts into a share of common stock on a one-for-one basis.
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(3)
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The restricted stock units are scheduled to vest beginning on March 20, 2020 (2,093 shares) and the balance in three installments on March 20, 2021 (2,093 shares), March 20, 2022 (2,093 shares) and March 20, 2023 (2,094 shares). Each unit converts into a share of common stock on a one-for-one basis.
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(4)
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The stock options are scheduled to become exercisable as to 3,781 shares on March 20, 2020 and as to 3,782 shares on each of March 20, 2021, March 20, 2022 and March 20, 2023.
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(5)
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The stock options are scheduled to become exercisable as to 3,781 shares on March 20, 2020 and as to 3,782 shares on each of March 20, 2021, March 20, 2022 and March 20, 2023 (each, a "Vesting Date"), subject to the Company's achievement of annual adjusted EBITDA growth of 10% or more compared to actual adjusted EBITDA for the calendar year ending December 31, 2018 (the "AEBITDA Goal"). If the AEBITDA Goal is met prior to the first Vesting Date, then all four annual installments will vest in accordance with the vesting schedule. If the AEBITDA Goal is met subsequent to the first Vesting Date, each annual installment relating to a Vesting Date that has already occurred will automatically vest upon achievement of the AEBITDA Goal and any remaining installments will vest in accordance with the vesting schedule. If the Compensation Committee of the Company determines that the AEBITDA Goal has not been achieved by the end of the 2022 fiscal year, all stock options are forfeited.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sottile James
C/O SCIENTIFIC GAMES CORPORATION
6601 BERMUDA ROAD
LAS VEGAS, NV 89119
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Exec VP & Chief Legal Officer
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Signatures
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/s/ Su Shi, attorney-in-fact for James Sottile
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3/22/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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