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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 06/01/2018 | A | 100,000 | (1) | (1) | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
Restricted Stock Units | (2) | 06/01/2018 | A | 200,000 | (2) | (2) | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
Restricted Stock Units | (3) | 06/01/2018 | A | 14,406 | (3) | (3) | Common Stock | 14,406 | $ 0 | 14,406 | D | ||||
Employee Stock Option (right to buy) | $ 59.35 | 06/01/2018 | A | 28,415 | (4) | 05/31/2028 | Common Stock | 28,415 | $ 0 | 28,415 | D | ||||
Employee Stock Option (right to buy) | $ 59.35 | 06/01/2018 | A | 28,415 | (5) | 05/31/2028 | Common Stock | 28,415 | $ 0 | 28,415 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COTTLE BARRY L C/O SCIENTIFIC GAMES CORPORATION 6601 BERMUDA ROAD LAS VEGAS, NV 89119 |
X | President and CEO |
/s/ Su Shi, attorney-in-fact for Barry L. Cottle | 06/05/2018 | |
**Signature of Reporting Person | Date |
* | 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) | The restricted stock units are scheduled to vest in three equal annual installments beginning on June 1, 2019. Each unit converts into a share of common stock on a one-for-one basis. |
(2) | The restricted stock units are scheduled to cliff vest at the end of three years, 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. |
(3) | The restricted stock units are scheduled to vest in four equal annual installments beginning on June 1, 2019. Each unit converts into a share of common stock on a one-for-one basis. |
(4) | The stock options are scheduled to become exercisable in four equal annual installments beginning on June 1, 2019. |
(5) | The stock options are scheduled to become exercisable in four equal annual installments beginning on June 1, 2019 (each, a "Vesting Date"), subject to the Company's 60-trading day average closing price meeting or exceeding $71.22 (the "Performance Goal") prior to June 1, 2022. 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 June 1, 2022, all stock options are forfeited. |