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

Mar 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCIENTIFIC GAMES CORP (SGMS)
CIK: 0000750004
Period of Report: 2010-03-05

Reporting Person: COHEN PETER A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-05	Class A Common Stock	S	250000	$14.26	Disposed	750000	Indirect
2010-03-05	Class A Common Stock	S	150000	$14.26	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	211613	Direct
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: On March 5, 2010, a total of 400,000 shares were sold to SGMS Acquisition Corporation in a private transaction. MacAndrews & Forbes Holdings Inc. is the sole stockholder of SGMS Acquisition Corporation. Mr. Ronald O. Perelman, a director of the issuer, is the sole stockholder of MacAndrews & Forbes Holdings Inc.

F2: 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 ("Ramius") 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.

F3: (continuation of footnote 2): 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.

F4: On September 15, 2008, 750,000 shares of Class A Common Stock reported herein as being beneficially owned by Enterprise (the "Frozen Shares") were frozen in Enterprise'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 Enterprise. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Enterprise claims beneficial ownership over the Frozen Shares until such time a final determination concerning the Frozen Shares is made.

F5: 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.