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 *
Raphaelson Ira H
   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)
Sr. VP, International Affairs
(Last)
(First)
(Middle)
C/O SCIENTIFIC GAMES CORPORATION, 750 LEXINGTON AVENUE, 19TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
11/01/2011
(Street)

NEW YORK, NY 10022		 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 11/01/2011   M   4,652 A $ 0 97,240 D  
Class A Common Stock 11/01/2011   F   1,773 D $ 8.72 (1) 95,467 D  
Class A Common Stock 11/01/2011   M   5,271 A $ 0 100,738 D  
Class A Common Stock 11/01/2011   F   2,008 D $ 8.72 (1) 98,730 D  
Class A Common Stock 11/01/2011   M   10,000 A $ 0 108,730 D  
Class A Common Stock 11/01/2011   F   3,808 D $ 8.72 (1) 104,922 D  
Class A Common Stock 11/01/2011   M   11,568 A $ 0 116,490 D  
Class A Common Stock 11/01/2011   F   4,406 D $ 8.72 (1) 112,084 D  
Class A Common Stock 11/01/2011   M   14,103 A $ 0 126,187 D  
Class A Common Stock 11/01/2011   F   5,371 D $ 8.72 (1) 120,816 D  
Class A Common Stock 11/01/2011   M   12,750 A $ 0 133,566 D  
Class A Common Stock 11/01/2011   F   6,113 D $ 8.72 (1) 127,453 D  
Class A Common Stock 11/01/2011   M   6,342 A $ 0 133,795 D  
Class A Common Stock 11/01/2011   F   3,050 D $ 8.72 (1) 130,745 D  
Class A Common Stock 11/01/2011   M   17,480 A $ 0 148,225 D  
Class A Common Stock 11/01/2011   F   8,405 D $ 8.72 (1) 139,820 D  
Class A Common Stock 11/01/2011   M   13,658 A $ 0 153,478 D  
Class A Common Stock 11/01/2011   F   6,567 D $ 8.72 (1) 146,911 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
Restricted Stock Units (2) 11/01/2011   M     4,652   (2)   (2) Class A Common Stock 4,652 $ 0 0 D  
Restricted Stock Units (3) 11/01/2011   M     5,271   (3)   (3) Class A Common Stock 5,271 $ 0 0 D  
Restricted Stock Units (4) 11/01/2011   M     10,000   (4)   (4) Class A Common Stock 10,000 $ 0 0 D  
Restricted Stock Units (5) 11/01/2011   M     11,568   (5)   (5) Class A Common Stock 11,568 $ 0 0 D  
Restricted Stock Units (6) 11/01/2011   M     14,103   (6)   (6) Class A Common Stock 14,103 $ 0 0 D  
Restricted Stock Units (7) 11/01/2011   M     12,750   (7)   (7) Class A Common Stock 12,750 $ 0 0 D  
Restricted Stock Units (7) 11/01/2011   M     6,342   (7)   (7) Class A Common Stock 6,342 $ 0 0 D  
Restricted Stock Units (7) 11/01/2011   M     17,480   (7)   (7) Class A Common Stock 17,480 $ 0 0 D  
Restricted Stock Units (7) 11/01/2011   M     13,658   (7)   (7) Class A Common Stock 13,658 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Raphaelson Ira H
C/O SCIENTIFIC GAMES CORPORATION
750 LEXINGTON AVENUE, 19TH FLOOR
NEW YORK, NY 10022		       Sr. VP, International Affairs  

Signatures

 /s/ Jack Sarno, attorney-in-fact for Ira H. Raphaelson   11/03/2011
**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) Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units.
(2) Represents accelerated vesting of unvested restricted stock units granted on February 27, 2007 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.
(3) Represents accelerated vesting of unvested restricted stock units granted on February 26, 2008 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.
(4) Represents accelerated vesting of unvested restricted stock units granted on October 7, 2008 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.
(5) Represents accelerated vesting of unvested restricted stock units granted on February 23, 2009 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.
(6) Represents accelerated vesting of unvested restricted stock units granted on February 22, 2010 pursuant to the terms of a separation agreement with the reporting person. Each unit converted into a share of common stock on a one-for-one basis.
(7) Represents accelerated vesting of unvested restricted stock units pursuant to the terms of a separation agreement with the reporting person. The restricted stock units were granted on August 16, 2011 pursuant to the issuer's option exchange program. Each unit converted into a share of common stock on a one-for-one basis.

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