Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WEIL A LORNE
  2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [SGMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SCIENTIFIC GAMES CORPORATION, 750 LEXINGTON AVENUE, 25TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2009
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/02/2009   J(1)   137,969 A (1) 485,724 D  
Class A Common Stock 11/10/2009   J(1)   25,505 A (1) 511,229 D  
Class A Common Stock 11/12/2009   J(1)   51,031 A (1) 562,260 D  
Class A Common Stock 11/10/2009   M   330,000 A $ 5.13 892,260 D  
Class A Common Stock 11/12/2009   M   170,000 A $ 5.13 1,062,260 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Interest in Deferred Compensation Account (1) 11/02/2009   J(1)     137,969   (1)   (1) Common Stock 137,969 (1) 76,536 I See Footnote (1)
Interest in Deferred Compensation Account (1) 11/10/2009   J(1)     25,505   (1)   (1) Common Stock 25,505 (1) 51,031 I See Footnote (1)
Interest in Deferred Compensation Account (1) 11/12/2009   J(1)     51,031   (1)   (1) Common Stock 51,031 (1) 0 I See Footnote (1)
Employee Stock Option (right to buy) $ 3.5 11/09/2009   D     70,000   (2) 12/30/2009 Common Stock 70,000 $ 12.09 (2) 0 D  
Employee Stock Option (right to buy) $ 5.13 11/09/2009   D     100,000   (3) 02/27/2010 Common Stock 100,000 $ 10.46 (3) 500,000 D  
Employee Stock Option (right to buy) $ 5.13 11/10/2009   M     330,000   (3) 02/27/2010 Common Stock 330,000 $ 0 170,000 D  
Employee Stock Option (right to buy) $ 5.13 11/12/2009   M     170,000   (3) 02/27/2010 Common Stock 170,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEIL A LORNE
C/O SCIENTIFIC GAMES CORPORATION
750 LEXINGTON AVENUE, 25TH FLOOR
NEW YORK, NY 10022
  X      

Signatures

 /s/ Jack Sarno, attorney-in-fact for A. Lorne Weil   11/12/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents distribution to the reporting person of shares of the issuer's common stock from the reporting person's account under the Scientific Games Corporation Deferred Compensation Plan as contemplated by the terms of the reporting person's employment agreement.
(2) The option became exercisable in four equal installments beginning on December 31, 2000. The option was cancelled on November 9, 2009 by mutual agreement of the reporting person and the issuer. In exchange for such cancellation, the issuer paid the reporting person consideration representing the "spread" value of such option ($12.09 per share) based on the closing price of the issuer's common stock on November 9, 2009.
(3) The option became exercisable as to all of the shares underlying the option (600,000 shares) on August 28, 2003. A portion of the option representing 100,000 shares was cancelled on November 9, 2009 by mutual agreement of the reporting person and the issuer. In exchange for such cancellation, the issuer paid the reporting person consideration representing the "spread" value of such portion of the option ($10.46 per share) based on the closing price of the issuer's common stock on November 9, 2009. No shares of common stock were sold in connection with the exercise of the remaining portion of the option (500,000 shares) reported herein.

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