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: PERELMAN RONALD O (Director, 10% Owner)
Reporting Person: MacAndrews & Forbes Holdings Inc. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-13	Class A Common Stock	P	667867	$9.6576	Acquired	34223604	Indirect
2014-05-14	Class A Common Stock	P	32133	$9.7349	Acquired	34255737	Indirect
2014-05-13	Class A Common Stock	M	1494	$0.00	Acquired	40007	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

Footnotes

F1: By SGMS Acquisition Corp., SGMS Acquisition Two Corp., RLX Holdings Two LLC and MacAndrews & Forbes Holdings Inc. Mr. Perelman is the sole stockholder of MacAndrews & Forbes Holdings Inc., which is the sole stockholder of each of SGMS Acquisition Corporation, SGMS Acquisition Two Corporation and RLX Holdings Two LLC.

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.