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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) | $ 27.01 | 08/16/2011 | D | 500,000 | (1) | 06/30/2015 | Common Stock | 500,000 | (1) | 0 | D | ||||
Restricted Stock Units | (1) | 08/16/2011 | A | 14,116 | (1) | (1) | Common Stock | 14,116 | (1) | 14,116 | D | ||||
Employee Stock Option (right to buy) | $ 27.68 | 08/16/2011 | D | 42,000 | (2) | 12/14/2015 | Common Stock | 42,000 | (2) | 0 | D | ||||
Restricted Stock Units | (2) | 08/16/2011 | A | 1,405 | (2) | (2) | Common Stock | 1,405 | (2) | 1,405 | D | ||||
Employee Stock Option (right to buy) | $ 33.94 | 08/16/2011 | D | 42,879 | (3) | 02/26/2017 | Common Stock | 42,879 | (3) | 0 | D | ||||
Restricted Stock Units | (3) | 08/16/2011 | A | 1,647 | (3) | (3) | Common Stock | 1,647 | (3) | 1,647 | D | ||||
Employee Stock Option (right to buy) | $ 21.27 | 08/16/2011 | D | 62,429 | (4) | 02/25/2018 | Common Stock | 62,429 | (4) | 0 | D | ||||
Restricted Stock Units | (4) | 08/16/2011 | A | 6,216 | (4) | (4) | Common Stock | 6,216 | (4) | 6,216 | D | ||||
Employee Stock Option (right to buy) | $ 12.21 | 08/16/2011 | D | 95,877 | (5) | 02/22/2019 | Common Stock | 95,877 | (5) | 0 | D | ||||
Restricted Stock Units | (5) | 08/16/2011 | A | 20,440 | (5) | (5) | Common Stock | 20,440 | (5) | 20,440 | D | ||||
Employee Stock Option (right to buy) | $ 15.65 | 08/16/2011 | D | 86,071 | (6) | 02/21/2020 | Common Stock | 86,071 | (6) | 0 | D | ||||
Restricted Stock Units | (6) | 08/16/2011 | A | 15,936 | (6) | (6) | Common Stock | 15,936 | (6) | 15,936 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Chambrello Michael R. C/O SCIENTIFIC GAMES CORPORATION 750 LEXINGTON AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
X | CEO - Asia Pacific Region |
/s/ Jack Sarno, attorney-in-fact for Michael R. Chambrello | 08/18/2011 | |
**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) | On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on July 1, 2005 (such canceled option provided for vesting in five equal installments beginning on July 1, 2006). In exchange for the option, the reporting person received 14,116 restricted stock units, all of which are scheduled to vest on August 16, 2012. Each unit converts into a share of common stock on a one-for-one basis. |
(2) | On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on December 15, 2005 (such canceled option provided for vesting in five equal installments beginning on December 15, 2006). In exchange for the option, the reporting person received 1,405 restricted stock units, all of which are scheduled to vest on August 16, 2012. Each unit converts into a share of common stock on a one-for-one basis. |
(3) | On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 27, 2007 (such canceled option provided for vesting in five equal installments beginning on February 27, 2008). In exchange for the option, the reporting person received 1,647 restricted stock units, all of which are scheduled to vest on August 16, 2012. Each unit converts into a share of common stock on a one-for-one basis. |
(4) | On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 26, 2008 (such canceled option provided for vesting in five equal installments beginning on February 26, 2009). In exchange for the option, the reporting person received 6,216 restricted stock units, 4,973 of which are scheduled to vest on August 16, 2012 and 1,243 of which are scheduled to vest on February 26, 2013. Each unit converts into a share of common stock on a one-for-one basis. |
(5) | On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 23, 2009 (such canceled option provided for vesting in five equal installments beginning on February 23, 2010). In exchange for the option, the reporting person received 20,440 restricted stock units, 12,264 of which are scheduled to vest on August 16, 2012, 4,088 of which are scheduled to vest on February 23, 2013 and 4,088 of which are scheduled to vest on February 23, 2014. Each unit converts into a share of common stock on a one-for-one basis. |
(6) | On August 16, 2011, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on February 22, 2010 (such canceled option provided for vesting in four equal installments beginning on February 22, 2011). In exchange for the option, the reporting person received 15,936 restricted stock units, 7,968 of which are scheduled to vest on August 16, 2012, 3,984 of which are scheduled to vest on February 22, 2013 and 3,984 of which are scheduled to vest on February 22, 2014. Each unit converts into a share of common stock on a one-for-one basis. |