Sec Form 4 Filing - Kennedy James C @ SCIENTIFIC GAMES CORP - 2017-07-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Kennedy James C 2. Issuer Name and Ticker or Trading Symbol SCIENTIFIC GAMES CORP [ SGMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Grp Chief Exec Lottery (Last) (First) (Middle) C/O SCIENTIFIC GAMES CORPORATION, 6650 S. EL CAMINO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2017 (Street) LAS VEGAS, NV89118 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 07/31/2017 M 30,950 A $ 9.65 186,363 D Class A Common Stock 07/31/2017 S 30,950 D $ 37.24 ( 1 ) 155,413 D Class A Common Stock 07/31/2017 M 21,872 A $ 12.83 177,285 D Class A Common Stock 07/31/2017 S 21,872 D $ 37.26 ( 2 ) 155,413 D Class A Common Stock 07/31/2017 M 16,129 A $ 16.03 171,542 D Class A Common Stock 07/31/2017 S 16,129 D $ 37.02 ( 3 ) 155,413 D Class A Common Stock 07/31/2017 M 33,730 A $ 8.9 189,143 D Class A Common Stoc k 07/31/2017 S 33,730 D $ 37.05 ( 4 ) 155,413 D Class A Common Stock 07/31/2017 S 20,000 D $ 37.09 ( 5 ) 135,413 D

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 Employee Stock Option (right to buy) $ 9.65 07/31/2017 M 15,475 ( 6 ) 06/20/2026 Common Stock 15,475 $ 0 46,427 D Employee Stock Option (right to buy) $ 9.65 07/31/2017 M 15,475 ( 7 ) 06/20/2026 Common Stock 15,475 $ 0 46,427 D Employee Stock Option (right to buy) $ 12.83 07/31/2017 M 21,872 ( 8 ) 04/26/2025 Common Stock 21,872 $ 0 21,872 D Employee Stock Option (right to buy) $ 16.03 07/31/2017 M 16,129 ( 9 ) 03/20/2024 Common Stock 16,129 $ 0 5,377 D Employee Stock Option (right to buy) $ 8.9 07/31/2017 M 33,730 ( 10 ) 03/21/2021 Common Stock 33,730 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy James C C/O SCIENTIFIC GAMES CORPORATION 6650 S. EL CAMINO ROAD LAS VEGAS, NV89118 EVP & Grp Chief Exec Lottery Signatures /s/ McLaurin Files, attorney-in-fact for James C. Kennedy 08/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction was executed in multiple trades at prices ranging from $37.00 to $37.28. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer. ( 2 )The transaction was executed in multiple trades at prices ranging from $37.08 to $37.28. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer. ( 3 )The transaction was executed in multiple trades at prices ranging from $37.00 to $37.08. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer. ( 4 )The transaction was exec uted in multiple trades at prices ranging from $37.00 to $37.23. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer. ( 5 )The transaction was executed in multiple trades at prices ranging from $37.05 to $37.15. The price reported above reflects the weighted average sale price. Details regarding aggregated sales transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer. ( 6 )The option became exercisable as to 15,475 shares on March 20, 2017 and becomes exercisable on March 20, 2018 (15,476 shares), 2019 (15,475 shares) and 2020 (15,476 shares). ( 7 )Vesting of these options was contingent on the Company's Class A Common Stock attaining a rolling 60-trading day average closing price of $15.00 per share on or before March 20, 2020. The $15.00 average closing price was achieved on February 2, 2017. The option became exercisable as to 15,475 shares on March 20, 2017 and becomes exercisable on March 20, 2018 (15,476 shares), 2019 (15,475 shares) and 2020 (15,476 shares). ( 8 )The option became exercisable as to 10,936 shares on each of April 27, 2016 and 2017 and becomes exercisable as to 10,936 shares on each of April 27, 2018 and 2019. ( 9 )The option became exercisable on March 20, 2015 (5,376 shares), 2016 (5,377 shares) and 2017 (5,376 shares) and becomes exercisable as to 5,377 shares on March 20, 2018. ( 10 )The option became exercisable on March 22, 2012 (8,432 shares), 2013 (8,433 shares), 2014 (8,432 shares) and 2015 (8,433 shares).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.