Light & Wonder, Inc. — Director's Dealing 2019

Mar 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCIENTIFIC GAMES CORP (SGMS)
CIK: 0000750004
Period of Report: 2019-03-20

Reporting Person: McHugh Patrick J (EVP & Grp Chief Exec, Lottery)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-20	Common Stock	M	10788	—	Acquired	10788	Direct
2019-03-20	Common Stock	F	3249	$22.69	Disposed	7539	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-20	Restricted Stock Units	$	M	6347	Disposed		Common Stock (6347.0)	Direct
2019-03-20	Restricted Stock Units	$	M	2836	Disposed		Common Stock (2836.0)	Direct
2019-03-20	Restricted Stock Units	$	M	1605	Disposed		Common Stock (1605.0)	Direct
2019-03-20	Restricted Stock Units	$	A	9181	Acquired		Common Stock (9181.0)	Direct
2019-03-20	Employee Stock Option (right to buy)	$22.69	A	16587	Acquired	2029-03-20	Common Stock (16587.0)	Direct
2019-03-20	Employee Stock Option (right to buy)	$22.69	A	16587	Acquired	2029-03-20	Common Stock (16587.0)	Direct

Footnotes

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

F2: Represents vesting of one-fourth of restricted stock units granted on June 21, 2016. The balance of the award is scheduled to vest on March 20, 2020 (6,347 shares). Each unit converts into a share of common stock on a one-for-one basis.

F3: Represents vesting of one-fourth of restricted stock units granted on March 9, 2017. The balance of the award is scheduled to vest on March 20, 2020 (2,835 shares) and March 20, 2021 (2,836 shares). Each unit converts into a share of common stock on a one-for-one basis.

F4: Represents vesting of one-fourth of restricted stock units granted on March 30, 2018. The balance of the award is scheduled to vest in three equal installments as to 1,606 shares on each of March 20, 2020, 2021 and 2022. Each unit converts into a share of common stock on a one-for-one basis.

F5: The restricted stock units are scheduled to vest beginning on March 20, 2020 (2,295 shares) and the balance in three installments on March 20, 2021 (2,295 shares), March 20, 2022 (2,295 shares) and March 20, 2023 (2,296 shares). Each unit converts into a share of common stock on a one-for-one basis.

F6: The stock options are scheduled to become exercisable as to 4,146 shares on March 20, 2020 and as to 4,147 shares on each of March 20, 2021, March 20, 2022 and March 20, 2023.

F7: The stock options are scheduled to become exercisable as to 4,146 shares on March 20, 2020 and as to 4,147 shares on each of March 20, 2021, March 20, 2022 and March 20, 2023 (each, a "Vesting Date"), subject to the Company's achievement of annual adjusted EBITDA growth of 10% or more compared to actual adjusted EBITDA for the calendar year ending December 31, 2018 (the "AEBITDA Goal"). If the AEBITDA Goal is met prior to the first Vesting Date, then all four annual installments will vest in accordance with the vesting schedule. If the AEBITDA 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 AEBITDA Goal and any remaining installments will vest in accordance with the vesting schedule. If the Compensation Committee of the Company determines that the AEBITDA Goal has not been achieved by the end of the 2022 fiscal year, all stock options are forfeited.