Form 3 BEASON STEVEN For: Jun 17 (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

BEASON STEVEN

(Last)

(First)

(Middle)

C/O SCIENTIFIC GAMES CORPORATION, 1500 BLUEGRASS LAKES PARKWAY

(Street)

ALPHARETTA

30004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2009

3. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [SGMS]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, CTO & Division President

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	22,237	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	08/07/2015	Common Stock	137,500	$ 29.18	D
Employee Stock Option (right to buy)	⁽²⁾	12/14/2015	Common Stock	19,000	$ 27.68	D
Employee Stock Option (right to buy)	⁽³⁾	02/26/2017	Common Stock	16,141	$ 33.94	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/25/2018	Common Stock	23,642	$ 21.27	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/22/2019	Common Stock	29,047	$ 12.21	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	18,334	$ ⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	2,502	$ ⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	3,527	$ ⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	7,825	$ ⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,000	$ ⁽¹⁰⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,200	$ ⁽¹¹⁾	D
Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Common Stock	13,631	$ ⁽¹²⁾	D

Explanation of Responses:

1. This option, which was granted on August 8, 2005 and originally covered 275,000 shares, was subsequently restructured such that one-half of the shares covered by the option were cancelled and, in lieu thereof, a new grant of 45,833 restricted stock units was issued (representing one unit for every three surrendered options). The restructured option became exercisable as to one-fifth of the underlying shares on each of August 8, 2006, 2007 and 2008 and becomes exercisable as to one-fifth of the underlying shares on each of August 8, 2009 and 2010.

2. The option became exercisable as to one-fifth of the underlying shares on each of December 15, 2006, 2007 and 2008 and becomes exercisable as to one-fifth of the underlying shares on each of December 15, 2009 and 2010.

3. The option became exercisable as to one-fifth of the underlying shares on each of February 27, 2008 and 2009 and becomes exercisable as to one-fifth of the underlying shares on each of February 27, 2010, 2011 and 2012.

4. The option became exercisable as to one-fifth of the underlying shares on February 26, 2009 and becomes exercisable as to one-fifth of the underlying shares on each of February 26, 2010, 2011, 2012 and 2013.

5. The option becomes exercisable as to one-fifth of the underlying shares on each of February 23, 2010, 2011, 2012, 2013 and 2014.

6. The reporting person was granted 45,833 restricted stock units in connection with the restructuring of a stock option award (see footnote 1 above), one-fifth of which vested on each of August 8, 2006, 2007 and 2008. The balance of the award vests in two equal installments on each of August 8, 2009 and 2010. Each unit converts into a share of common stock on a one-for-one basis.

7. The reporting person was granted 6,253 restricted stock units on December 15, 2005, one-fifth of which vested on each of December 15, 2006, 2007 and 2008. The balance of the award vests in two equal installments on each of December 15, 2009 and 2010. Each unit converts into a share of common stock on a one-for-one basis.

8. The reporting person was granted 5,878 restricted stock units on February 27, 2007, one-fifth of which vested on February 27, 2008 based upon satisfaction of certain performance criteria and one-fifth of which vested on February 27, 2009. The balance of the award vests in three equal installments on each of February 27, 2010, 2011 and 2012. Each unit converts into a share of common stock on a one-for-one basis.

9. The reporting person was granted 9,781 restricted stock units on February 26, 2008, one-fifth of which vested on February 26, 2009 based upon satisfaction of certain performance criteria. The balance of the award vests in four equal installments on each of February 26, 2010, 2011, 2012 and 2013. Each unit converts into a share of common stock on a one-for-one basis.

10. The reporting person was granted 10,000 restricted stock units on July 31, 2008, which vest in five equal annual installments beginning on July 31, 2009. Each unit converts into a share of common stock on a one-for-one basis.

11. The reporting person was granted 5,500 restricted stock units on July 31, 2008, of which 3,300 vested immediately. The balance of the award vests in two equal installments on each of July 31, 2009 and 2010. Each unit converts into a share of common stock on a one-for-one basis.

12. The reporting person was granted 13,631 restricted stock units on February 23, 2009, which vest in five equal annual installments beginning on February 23, 2010, subject to satisfaction of certain performance criteria. Each unit converts into a share of common stock on a one-for-one basis.

	/s/ Jack Sarno, attorney-in-fact for Steven Beason	06/25/2009
	** Signature of Reporting Person	Date
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 5(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.

EX-24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ira H. Raphaelson and Jack B. Sarno, signing singly, the undersigneds true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, in the undersigneds capacity as an officer and/or director of Scientific Games Corporation (the Company), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 and 5, and any amendments thereto, and timely file such form or report with the Securities and Exchange Commission and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney supersedes any Power of Attorney previously granted by the undersigned with respect to the foregoing matters and shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of June, 2009.

	/s/ Steven Beason
	Signature

	Steven Beason
	Print Name

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