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: QUARTIERI MICHAEL (EVP, CFO, Treas & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-20	Common Stock	M	10889	—	Acquired	50155	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-20	Restricted Stock Units	$	M	6476	Disposed		Common Stock (6476.0)	Direct
2019-03-20	Restricted Stock Units	$	M	2894	Disposed		Common Stock (2894.0)	Direct
2019-03-20	Restricted Stock Units	$	M	1519	Disposed		Common Stock (1519.0)	Direct
2019-03-20	Restricted Stock Units	$	A	12395	Acquired		Common Stock (12395.0)	Direct
2019-03-20	Employee Stock Option (right to buy)	$22.69	A	22392	Acquired	2029-03-20	Common Stock (22392.0)	Direct
2019-03-20	Employee Stock Option (right to buy)	$22.69	A	22392	Acquired	2029-03-20	Common Stock (22392.0)	Direct

Footnotes

F1: 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 (6,477 shares). Each unit converts into a share of common stock on a one-for-one basis.

F2: 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 (2,893 shares) and March 20, 2021 (2,894 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 30, 2018. The balance of the award is scheduled to vest on March 20, 2020 (1,520 shares), March 20, 2021 (1,519 shares) and March 20, 2022 (1,520 shares). Each unit converts into a share of common stock on a one-for-one basis.

F4: The restricted stock units are scheduled to vest beginning on March 20, 2020 as to 3,098 shares and the balance in three equal installments as to 3,099 shares on each of March 20, 2021, March 20, 2022 and March 20, 2023. Each unit converts into a share of common stock on a one-for-one basis.

F5: The stock options are scheduled to become exercisable in four equal annual installments beginning on March 20, 2020.

F6: The stock options are scheduled to become exercisable in four equal annual installments beginning on March 20, 2020 (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.