SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d−1(e), 13d−1(f) or 13d−1(g), check the following box.  £

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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Item 1.  Security and Issuer

 

This Amendment No. 10 to the statement on Schedule 13D is filed by MacAndrews & Forbes Incorporated ("M&F"), SGMS Acquisition Corporation ("SGMS One"), RLX Holdings Two LLC ("RLX") and SGMS Acquisition Two Corporation ("SGMS Two") and amends the Schedule 13D originally filed by M&F and SGMS One on November 26, 2003 relating to the Class A common stock, par value $0.01 per share ("Common Stock"), of Scientific Games Corporation, a Delaware corporation (the "Issuer"), whose principal executive offices are located at 6650 S. El Camino Road, Las Vegas, Nevada  89118.

Item 4.  Purpose of Transaction

 

On March 31, 2015, SGMS Two entered into a trading plan, effective as of March 31, 2015 (the "Trading Plan"), with UBS Financial Services Inc. ("Broker") pursuant to which Broker is authorized and directed to purchase on behalf of SGMS Two up to 2,000,000 shares of Common Stock during the period ending upon the close of trading on May 13, 2015, subject to satisfaction of certain conditions, including, among others, trading price.  SGMS Two may terminate the Trading Plan at any time.  Purchases under the Trading Plan, if any, will be disclosed as required by applicable law in public filings with the Securities and Exchange Commission, including any required amendments to this Schedule 13D.  A copy of the Trading Plan is filed as Exhibit 16 hereto and the foregoing description of the Trading Plan is qualified in its entirety by reference to the Trading Plan.

 In addition, each of the Reporting Persons continues to reserve the right to acquire or dispose of securities of the Issuer or to formulate other purposes, plans or proposals regarding the Issuer or its securities to the extent deemed advisable in light of general investment policies, market conditions and other factors.

Item 5.  Interest in Securities of the Issuer

 

(a)-(b)  As of the close of business on March 31, 2015, (i) SGMS One has sole voting power and sole dispositive power over 26,385,737 shares of Common Stock, representing approximately 30.85% of the Common Stock, (ii) RLX has sole voting power and sole dispositive power over 3,125,000 shares of Common Stock, representing approximately 3.65% of the Common Stock and (iii) SGMS Two has sole voting power and sole dispositive power over 4,745,000 shares of Common Stock, representing approximately 5.55% of the Common Stock.

Because SGMS One, RLX and SGMS Two are wholly owned subsidiaries of M&F, M&F may be deemed to have beneficial ownership of the shares of Common Stock beneficially owned by such entities, representing approximately 40.05% of the Common Stock.

Ronald O. Perelman, Director, Chairman and Chief Executive Officer of M&F, may be deemed to beneficially own all the shares of Common Stock beneficially owned by M&F, SGMS One, RLX and SGMS Two.  Mr. Perelman also beneficially owns 46,454 shares of Common Stock, representing less than 0.1% of the Common Stock, which, together with the shares beneficially owned by M&F, SGMS One, RLX and SGMS Two that Mr. Perelman may be deemed to beneficially own, represent approximately 40.12% of the Common Stock.

Barry F. Schwartz, the Executive Vice Chairman of M&F, beneficially owns 76,454 shares of Common Stock, representing less than 0.1% of the Common Stock.

The percentages set forth in the four preceding paragraphs have been calculated based upon 85,524,157 shares of Common Stock outstanding as of March 12, 2015, according to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities Exchange Commission on March 17, 2015.

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(c)  None of the persons named above has effected any transaction with respect to the Common Stock during the past sixty days.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the information contained in Item 4 above, which is incorporated herein by reference.

SIGNATURES

 

Dated as of:  April 1, 2015