Light & Wonder, Inc. — Director's Dealing 2013

Jun 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCIENTIFIC GAMES CORP (SGMS)
CIK: 0000750004
Period of Report: 2013-06-04

Reporting Person: COHEN PETER A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-05	Class A Common Stock	M	2370	—	Acquired	245801	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-04	Restricted Stock Units	$	A	6900	Acquired		Common Stock (6900)	Direct
2013-06-05	Restricted Stock Units	$	M	2370	Disposed		Common Stock (2370)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	750000	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 advisor of Ramius Enterprise Master Fund Ltd. ("Enterprise") and may be considered the beneficial owner of any securities deemed to be beneficially owned by Enterprise. 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 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: (continuation of footnote 1): 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) 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 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 as a final determination concerning the Frozen Shares is made, although, based on currently available information, it appears unlikely that the Frozen Shares will be returned to Enterprise.

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: The restricted stock units are scheduled to vest in four equal annual installments beginning on June 4, 2014. Each unit converts into a share of common stock on a one-for-one basis.

F6: Represents vesting of one-fourth of restricted stock units granted on June 5, 2012. The balance of the award is scheduled to vest in three equal installments on each of June 5, 2014, 2015 and 2016. Each unit converts into a share of common stock on a one-for-one basis.