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 *
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 (Month/Day/Year)
07/31/2017
(Street)

LAS VEGAS, NV 89118
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 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 Stock 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  

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
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, NV 89118
      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:

* 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 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 executed 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).

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