Edgar Filing: Isaacs Michael Gavin

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 ^*

Isaacs Michael Gavin

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 (Month/Day/Year)
03/20/2018

(Street)

LAS VEGAS, NV 89119

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/20/2018		M		25,907	A	$ 0	68,686	D
Class A Common Stock	03/20/2018		F		10,195	D	$ 46.1 ⁽¹⁾	58,491	D
Class A Common Stock	03/20/2018		M		42,200	A	$ 9.65	100,691	D
Class A Common Stock	03/20/2018		S		42,200	D	$ 45.26 ⁽²⁾	58,491	D
Class A Common Stock	03/21/2018		M		8,400	A	$ 9.65	66,891	D
Class A Common Stock	03/21/2018		S		8,400	D	$ 45.23 ⁽³⁾	58,491	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽⁴⁾

03/20/2018

25,907

⁽⁴⁾

Common Stock

25,907

$ 0

51,813

Employee Stock Option (right to buy)

$ 9.65

03/20/2018

22,100

⁽⁵⁾

06/20/2026

Common Stock

22,100

$ 0

131,589

Employee Stock Option (right to buy)

$ 9.65

03/20/2018

20,100

⁽⁶⁾

06/20/2026

Common Stock

20,100

$ 0

133,589

Employee Stock Option (right to buy)

$ 9.65

03/21/2018

3,250

⁽⁵⁾

06/20/2026

Common Stock

3,250

$ 0

128,339

Employee Stock Option (right to buy)

$ 9.65

03/21/2018

5,150

⁽⁶⁾

06/20/2026

Common Stock

5,150

$ 0

128,439

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Isaacs Michael Gavin C/O SCIENTIFIC GAMES CORPORATION 6601 BERMUDA ROAD LAS VEGAS, NV 89119	X

Signatures

/s/ McLaurin Files, attorney-in-fact for M. Gavin Isaacs		03/22/2018
^**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)	Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units.
(2)	The transaction was executed in multiple trades at prices ranging from $45.20 to $45.55. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer.
(3)	The transaction was executed in multiple trades at prices ranging from $45.20 to $45.40. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer.
(4)	Represents vesting of one-fourth of restricted stock units granted on June 21, 2016. The balance of the award is scheduled to vest on June 30, 2018. Each unit converts into a share of common stock on a one-for-one basis.
(5)	The option became exercisable on March 20, 2017 (51,229 shares) and March 20, 2018 (51,230 shares) and is scheduled to become exercisable as to the remainder on June 30, 2018.
(6)	Vesting of these options was contingent on the Company's Class A Common Stock attaining a trading day average closing price that was achieved on February 2, 2017. The option became exercisable as to 51,229 shares on March 20, 2017 and as to 51,230 shares on March 20, 2018. The balance of the award is scheduled to vest on June 30, 2018. Each unit converts into a share of common stock on a one-for-one basis.

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