LAS VEGAS SANDS CORP — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LAS VEGAS SANDS CORP (LVS)
CIK: 0001300514
Period of Report: 2012-03-02

Reporting Person: Adelson Sheldon G (Director, Chairman/Board,CEO & Treasurer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-02	Common Stock	X	87500175	$6	Acquired	87501092	Indirect
2012-02-21	Common Stock	G	534439	—	Disposed	22334628	Indirect
2012-02-21	Common Stock	G	534439	—	Acquired	534539	Direct
2012-02-21	Common Stock	G	11167314	—	Disposed	11167314	Indirect
2012-02-21	Common Stock	G	11167314	—	Acquired	53297679	Indirect
2012-02-21	Common Stock	G	11167314	—	Disposed	0	Indirect
2012-02-21	Common Stock	G	11167314	—	Acquired	53297678	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-02	Warrants	$6	X	5250000	Disposed	2013-11-16	Common Stock (87500175)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Restricted)	80324	Direct
Common Stock	26188785	Indirect
Common Stock	28022248	Indirect
Common Stock	23518397	Indirect
Common Stock	22582656	Indirect
Common Stock	22581427	Indirect
Common Stock	10209752	Indirect
Common Stock	12566710	Indirect
Common Stock	95533421	Indirect

Footnotes

F1: The shares were distributed by the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust to Mr. Adelson.

F2: The shares were distributed by the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated May 1, 2007. Dr. Miriam Adelson (Mr. Adelson's spouse), Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.

F3: The shares were distributed by the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated May 1, 2007. Dr. Adelson, Mr. Stein and Mr. Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.

F4: On November 14, 2008, pursuant to the Note Conversion and Securities Purchase Agreement, dated November 10, 2008, between Las Vegas Sands Corp. (the "Company") and Dr. Miriam Adelson, the wife of Mr. Adelson, the Chairman and Chief Executive Officer and principal stockholder of the Company, as amended (as amended, the "Agreement"), the Company issued and sold to Dr. Miriam Adelson 5,250,000 shares of 10% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") and 5,250,000 warrants (the "Warrants") to purchase 16.6667 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), per Warrant, or an aggregate of up to 87,500,175 shares of Common Stock, at an exercise price of $6.00 per share. The total aggregate price paid by Dr. Miriam Adelson for the Series A Preferred Stock and Warrants was $525,000,000.