Light & Wonder, Inc. — Director's Dealing 2014

May 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCIENTIFIC GAMES CORP (SGMS)
CIK: 0000750004
Period of Report: 2014-05-13

Reporting Person: Kennedy David L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-13	Class A Common Stock	M	1494	—	Acquired	149028	Direct
2014-05-13	Class A Common Stock	M	14734	—	Acquired	163762	Direct
2014-05-13	Class A Common Stock	F	4914	$9.03	Disposed	158848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-13	Restricted Stock Units	$	M	1494	Disposed		Common Stock (1494)	Direct
2014-05-13	Restricted Stock Units	$	M	14734	Disposed		Common Stock (14734)	Direct

Footnotes

F1: Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units.

F2: In accordance with the terms of the applicable equity compensation plan, represents the accelerated vesting of one-fifth of award of restricted stock units (RSUs) granted on January 4, 2010 upon MacAndrews & Forbes Holdings Inc. becoming the beneficial owner of at least 40% of the issuer's voting securities (such RSUs otherwise would have vested on January 4, 2015). The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis. As previously disclosed by the issuer, the reporting person has agreed to certain transfer restrictions and forfeiture provisions with respect to 50% of these shares that are designed to replicate to the extent practicable the original vesting provisions of the RSU award.

F3: In accordance with the terms of the applicable equity compensation plan, represents the accelerated vesting of one-fourth of award of restricted stock units (RSUs) granted on March 22, 2011 upon MacAndrews & Forbes Holdings Inc. becoming the beneficial owner of at least 40% of the issuer's voting securities (such RSUs otherwise would have vested on March 22, 2015). The award has fully vested. Each unit converted into a share of common stock on a one-for-one basis. As previously disclosed by the issuer, the reporting person has agreed to certain transfer restrictions and forfeiture provisions with respect to 50% of these shares that are designed to replicate to the extent practicable the original vesting provisions of the RSU award.