Sec Form 4 Filing - COHEN PETER A @ SCIENTIFIC GAMES CORP - 2011-06-16

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 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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1. Name and Address of Reporting Person COHEN PETER A 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 RAMIUS LLC, 599 LEXINGTON AVENUE, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2011 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/16/2011 P 453 A $ 9.2 453 I By Cowen and Company, LLC ( 5 ) ( 6 ) Class A Common Stock 09/09/2011 S 4,242 D $ 7.97 0 I By Cowen and Company, LLC ( 5 ) ( 6 ) Class A Common Stock 06/13/2012 P 3,789 A $ 8.75 0 I By Cowen and Company, LLC ( 5 ) Class A Common Stock 750,000 I By Ramius Enterprise Master Fund Ltd ( 1 ) ( 2 ) ( 3 ) Class A Common Stock 4,400 I By wife Class A Common Stock 1,500 I By daughter Class A Common Stock 8,000 I By trust for daughter ( 4 ) Class A Common Stock 7,000 I By trust for son ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK, NY10022 X Signatures /s/ Jack Sarno, attorney-in-fact for Peter A. Cohen 06/13/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Ramius Advisors, LLC ("Ramius Advisors") is the investment advisor of Ramius Enterprise Master Fund Ltd. ("Enterprise") and may be considered the beneficial owner of any securities deemed to be beneficially owned by Enterprise. Ramius LLC ("Ramius") is the sole managing member of Ramius Advisors and may be considered the beneficial owner of any securities deemed to be beneficially owned by Ramius Advisors. As the sole member of Ramius, Cowen Group, Inc. ("Cowen") may be considered the beneficial owner of any securities deemed to be owned by Ramius. As a significant shareholder of Cowen, RCG Holdings LLC ("RCG Holdings") may be considered the beneficial owner of any securities deemed to be beneficially owned by Cowen. ( 2 )(continuation of footnote 1): As the managing member of RCG Holdings, C4S & Co., L.L.C. ("C4S") may be considered the beneficial owner of any securities deemed to be beneficially owned by RCG Holdings. As a managing member of C4S, the reporting person may be considered the beneficial owner of any securities deemed to be beneficially owned by C4S. The reporting person and the other Ramius affiliates (other than Enterprise) disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein. ( 3 )On September 15, 2008, 750,000 shares of Class A Common Stock reported herein as being beneficially owned by Enterprise (the "Frozen Shares") were frozen in Enterprise's prime brokerage account as a result of Lehman Brothers International (Europe) ("LBIE") being placed in administration. LBIE, through certain of its affiliates, was a prime broker for Enterprise. The current status of the Frozen Shares under LBIE's administration proceedings has not been determined. Enterprise claims beneficial ownership over the Frozen Shares until such time as a final determination concerning the Frozen Shares is made. ( 4 )The reporting person is a co-trustee under each of these trusts and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 5 )As the ultimate parent of Cowen and Company, LLC ("Cowen and Company"), Cowen may be considered the beneficial owner of any securities deemed to be owned by Cowen and Company. As a significant shareholder of Cowen, RCG Holdings may be considered the beneficial owner of any securities deemed to be beneficially owned by Cowen. As the managing member of RCG Holdings, C4S may be considered the beneficial owner of any securities deemed to be beneficially owned by RCG Holdings. As a managing member of C4S, the reporting person may be considered the beneficial owner of any securities deemed to be beneficially owned by C4S. The reporting person and the other Cowen affiliates (other than Cowen and Company) disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein. ( 6 )This transaction was initiated in error by Cowen and Company's quantitative trading program and closed out as soon as reasonably practicable following its discovery.

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