Light & Wonder, Inc. — Director's Dealing 2016

Aug 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCIENTIFIC GAMES CORP (SGMS)
CIK: 0000750004
Period of Report: 2016-08-10

Reporting Person: SHEEHAN KEVIN M (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-10	Restricted Stock Units	$	A	400000	Acquired		Common Stock (400000)	Direct
2016-08-10	Restricted Stock Units	$	A	67370	Acquired		Common Stock (67370)	Direct
2016-08-10	Employee Stock Option (right to buy)	$9.15	A	133717	Acquired	2026-08-09	Common Stock (133717)	Direct
2016-08-10	Employee Stock Option (right to buy)	$9.15	A	133717	Acquired	2026-08-09	Common Stock (133717)	Direct

Footnotes

F1: The restricted stock units are scheduled to cliff vest at the end of a three-year performance period from July 1, 2016 to June 30, 2019, contingent upon the achievement of performance criteria over such three-year period. Each unit converts into a share of common stock on a one-for-one basis.

F2: The restricted stock units are scheduled to vest in four equal annual installments beginning on March 20, 2017. Each unit converts into a share of common stock on a one-for-one basis.

F3: The stock options are scheduled to become exercisable in four equal annual installments beginning on March 20, 2017.

F4: The stock options are scheduled to become exercisable in four equal annual installments beginning on March 20, 2017 (each, a "Vesting Date"), subject to the Company's 60-trading day average closing price meeting or exceeding $15.00 (the "Performance Goal") prior to March 20, 2020. If the Performance Goal is met prior to the first Vesting Date, then all four annual installments will vest in accordance with the vesting schedule. If the Performance Goal is met subsequent to the first Vesting Date, each annual installment relating to a Vesting Date that has already occurred will automatically vest upon achievement of the Performance Goal and any remaining installments will vest in accordance with the vesting schedule. If the Performance Goal is not met by March 20, 2020, all stock options are forfeited.