Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PERELMAN RONALD O
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
35 EAST 62ND STREET		 3. Date of Earliest Transaction (Month/Day/Year)
05/13/2014
(Street)

NEW YORK, NY 10065		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 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
Class A Common Stock 05/13/2014   P   667,867 A $ 9.6576 34,223,604 I See footnote. (1)
Class A Common Stock 05/14/2014   P   32,133 A $ 9.7349 34,255,737 I See footnote. (1)
Class A Common Stock 05/13/2014   M   1,494 A $ 0 40,007 D  

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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 Underlying Securities
(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 (2) 05/13/2014   M     1,494   (2)   (2) Common Stock 1,494 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PERELMAN RONALD O
35 EAST 62ND STREET
NEW YORK, NY 10065		   X   X    
MacAndrews & Forbes Holdings Inc.
35 EAST 62ND STREET
NEW YORK, NY 10065		   X   X    

Signatures

 /s/ Barry F. Schwartz for Ronald O. Perelman pursuant to a Power of Attorney filed with the Securities and Exchange Commission   05/15/2014
**Signature of Reporting Person Date
 Barry F. Schwartz, Vice Chairman   05/15/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) By SGMS Acquisition Corp., SGMS Acquisition Two Corp., RLX Holdings Two LLC and MacAndrews & Forbes Holdings Inc. Mr. Perelman is the sole stockholder of MacAndrews & Forbes Holdings Inc., which is the sole stockholder of each of SGMS Acquisition Corporation, SGMS Acquisition Two Corporation and RLX Holdings Two LLC.
(2) In accordance with the terms of the applicable equity compensation plan, represents the accelerated vesting of one-fifth of award of restricted stock units (RSUs) granted on January 4, 2010 upon MacAndrews & Forbes Holdings Inc. becoming the beneficial owner of at least 40% of the issuer's voting securities (such RSUs otherwise would have vested on January 4, 2015). The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis. As previously disclosed by the issuer, the reporting person has agreed to certain transfer restrictions and forfeiture provisions with respect to 50% of these shares that are designed to replicate to the extent practicable the original vesting provisions of the RSU award.

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