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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) (1) | $ 25.69 | 06/10/2008 | A | 500,000 | (2) | 04/14/2018 | Common Stock | 500,000 | $ 0 | 500,000 | D | ||||
| Restricted Stock Units (1) | (3) | 06/10/2008 | A | 220,000 | (3) | (3) | Common Stock | 220,000 | $ 0 | 220,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WRIGHT JOSEPH R JR C/O SCIENTIFIC GAMES CORPORATION 750 LEXINGTON AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
X | Vice Chairman | ||
| /s/ Jack Sarno, attorney-in-fact for Joseph R. Wright, Jr. | 06/12/2008 | |
| **Signature of Reporting Person | Date |
| * | 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) | The awards reported herein were granted on April 15, 2008 subject to (i) execution of an employment agreement between the issuer and the reporting person and (ii) approval by the issuer's stockholders of an amendment to the issuer's 2003 Incentive Compensation Plan or a new equity compensation plan that provides for a sufficient increase in the number of shares of common stock available for such awards. An employment agreement between the issuer and reporting person was executed on May 14, 2008 (effective as of May 1, 2008). On June 10, 2008, the issuer's stockholders approved an amendment and restatement of the 2003 Incentive Compensation Plan that, among other things, increases the number of shares of common stock available for awards by 3,000,000 shares. |
| (2) | The option becomes exercisable in four equal annual installments beginning on April 15, 2009. |
| (3) | The restricted stock units vest in four equal annual installments beginning on April 15, 2009. Each unit converts into a share of common stock on a one-for-one basis. The shares subject to vested units will be issued and delivered to the reporting person on the earliest date on which such shares may be so delivered without becoming subject to taxes, interest or penalties as a result of Section 409A of the Internal Revenue Code, and without affecting any compensation deduction applicable thereto as a result of Section 162(m) of the Code (but in no event will such shares be delivered later than six months plus one day after the date of termination of the reporting person's employment or sooner than five days after such termination date). |