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

Dec 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCIENTIFIC GAMES CORP (SGMS)
CIK: 0000750004
Period of Report: 2010-12-02

Reporting Person: WEIL A LORNE (Director, Chairman and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-02	Employee Stock Option (right to buy)	$9.00	A	1000000	Acquired	2020-12-01	Common Stock (1000000)	Direct
2010-12-02	Employee Stock Option (right to buy)	$8.06	A	1000000	Acquired		Common Stock (1000000)	Direct
2010-12-02	Restricted Stock Units	$	A	1000000	Acquired		Common Stock (1000000)	Direct
2010-12-02	Restricted Stock Units	$	A	1000000	Acquired		Common Stock (1000000)	Direct

Footnotes

F1: The option becomes exercisable in four equal annual installments beginning on December 31, 2011.

F2: The option becomes exercisable in five equal annual installments beginning on March 15, 2012, subject to satisfaction of certain performance criteria. Any portion of such option that has vested and become exercisable by March 15, 2016 will expire December 1, 2020. Any portion of such option that has not vested and become exercisable by March 15, 2016 will expire on such date.

F3: The restricted stock units are scheduled to vest in four equal annual installments beginning on December 31, 2011. Each unit converts into a share of common stock on a one-for-one basis.

F4: The restricted stock units are scheduled to vest in five equal annual installments beginning on March 15, 2012, subject to satisfaction of certain performance criteria. Any such units that have not vested by March 15, 2016 will be forfeited on such date. The shares subject to vested units will be issued and delivered to the reporting person on March 15, 2016. Each unit converts into a share of common stock on a one-for-one basis.