Light & Wonder, Inc. — Director's Dealing 2010

Jan 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCIENTIFIC GAMES CORP (SGMS)
CIK: 0000750004
Period of Report: 2010-01-04

Reporting Person: COHEN PETER A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-04	Class A Common Stock	M	1257	—	Acquired	196031	Direct
2010-01-04	Class A Common Stock	M	658	—	Acquired	196689	Direct
2010-01-04	Class A Common Stock	M	723	—	Acquired	197412	Direct
2010-01-04	Class A Common Stock	M	14201	—	Acquired	211613	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-04	Restricted Stock Units	$	A	7468	Acquired		Common Stock (7468)	Direct
2010-01-04	Restricted Stock Units	$	M	1257	Disposed		Common Stock (1257)	Direct
2010-01-04	Restricted Stock Units	$	M	658	Disposed		Common Stock (658)	Direct
2010-01-04	Restricted Stock Units	$	M	723	Disposed		Common Stock (723)	Direct
2010-01-04	Restricted Stock Units	$	M	14201	Disposed		Common Stock (14201)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1000000	Indirect
Class A Common Stock	150000	Indirect
Class A Common Stock	4400	Indirect
Class A Common Stock	1500	Indirect
Class A Common Stock	8000	Indirect
Class A Common Stock	7000	Indirect

Footnotes

F1: Ramius Advisors, LLC ("Ramius Advisors") is the investment adviser of Ramius Enterprise Master Fund Ltd ("Enterprise") and RCG PB, Ltd. ("RCG PB") and may be considered the beneficial owner of any securities deemed to be beneficially owned by Enterprise and RCG PB. Ramius LLC is the sole managing member of Ramius Advisors and may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius Advisors. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius. As a significant shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be considered the beneficial owner of any securities deemed to be beneficially owned by Cowen.

F2: As the managing member of RCG Holdings, C4S & Co., L.L.C. ("C4S") may be considered the beneficial owner of any securities deemed to be beneficially owned by RCG Holdings. The reporting person is a managing member of C4S and may be considered the beneficial owner of any securities deemed to be beneficially owned by C4S. The reporting person and the other Ramius affiliates (other than Enterprise and RCG PB) disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein.

F3: On September 15, 2008, 750,000 shares of Class A Common Stock reported herein as being beneficially owned by Ramius Enterprise Master Fund Ltd (the "Frozen Shares") were frozen in Ramius Enterprise Master Fund's prime brokerage account as a result of Lehman Brothers International (Europe) ("LBIE") being placed in administration. LBIE, through certain of its affiliates, was a prime broker for Ramius Enterprise Master Fund. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Ramius Enterprise Master Fund claims beneficial ownership over the Frozen Shares until such time a final determination concerning the Frozen Shares is made.

F4: The reporting person is a co-trustee under each of these trusts and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F5: Represents award of restricted stock units granted on January 4, 2010. The award vests in five equal annual installments beginning on January 4, 2011. Each unit converts into a share of common stock on a one-for-one basis.

F6: Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2009. The balance of the award vests in four equal installments on each of January 2, 2011, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis.

F7: Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2008. The balance of the award vests in three equal installments on each of January 2, 2011, 2012 and 2013. Each unit converts into a share of common stock on a one-for-one basis.

F8: Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2007. The balance of the award vests in two equal installments on each of January 2, 2011 and 2012. Each unit converts into a share of common stock on a one-for-one basis.

F9: Represents vesting of one-fifth of award of restricted stock units granted on January 3, 2006. The balance of the award vests on January 3, 2011. Each unit converts into a share of common stock on a one-for-one basis.