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

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCIENTIFIC GAMES CORP (SGMS)
CIK: 0000750004
Period of Report: 2014-01-02

Reporting Person: COHEN PETER A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Class A Common Stock	M	1258	—	Acquired	247059	Direct
2014-01-03	Class A Common Stock	M	2350	—	Acquired	249409	Direct
2014-01-04	Class A Common Stock	M	1494	—	Acquired	250903	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Restricted Stock Units	$	M	1258	Disposed		Common Stock (1258)	Direct
2014-01-03	Restricted Stock Units	$	M	2350	Disposed		Common Stock (2350)	Direct
2014-01-04	Restricted Stock Units	$	M	1494	Disposed		Common Stock (1494)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	0	Indirect
Class A Common Stock	4400	Indirect
Class A Common Stock	9500	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 the Chief Executive Officer of Cowen, the reporting person may be deemed to be the beneficial owner of any securities deemed to be beneficially owned by Ramius.

F2: (continuation of footnote 1): The reporting person and the other Ramius and Cowen affiliates (other than Enterprise) disclaim beneficial ownership of securities held by Enterprise except to the extent of their pecuniary interest therein.

F3: The 750,000 shares previously reported as beneficially owned by Enterprise that were frozen in Enterprise's prime brokerage account as a result of Lehman Brothers International (Europe)("LBIE") being placed in administration on September 15, 2008 are no longer considered beneficially owned by Enterprise due to a settlement agreement between LBIE and Lehman Brothers, Inc. ("LBI") pursuant to which securities held by LBI on behalf of LBIE's clients (including Enterprise) were returned to LBIE and liquidated by LBIE with cash proceeds (rather than securities) distributed to LBIE creditors (including Enterprise) to satisfy creditor claims.

F4: Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2009. The award has fully vested. Each unit converts into a share of common stock on a one-for-one basis.

F5: Represents vesting of one-fourth of award of restricted stock units granted on September 7, 2011. The balance of the award is scheduled to vest on January 3, 2015. Each unit converts into a share of common stock on a one-for-one basis.

F6: Represents vesting of one-fifth of award of restricted stock units granted on January 4, 2010. The balance of the award is scheduled to vest on January 4, 2015. Each unit converts into a share of common stock on a one-for-one basis.