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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Adelson Miriam 3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NV 89109 |
X |
/s/ Miriam Adelson | 11/17/2011 | |
**Signature of Reporting Person | Date |
* | 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) | In accordance with the terms of its 10% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock"), Las Vegas Sands Corp. has redeemed all outstanding Preferred Stock at a price of $110 per share plus accrued dividends. |
(2) | The shares were distributed by the Shelson G. Adelson February 2009 Two Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated May 1, 2007. Dr. Adelson, Timothy D. Stein and Irwin Chafetz serve as the trustees of the 2007 Remainder Trust. Dr. Adelson retains the sole power to direct the vote of these shares. |
(3) | The shares were distributed by the Shelson G. Adelson February 2009 Two Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated May 1, 2007. Dr. Adelson, Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares. |
(4) | The shares were gifted by Dr. Miriam Adelson to her spouse, Sheldon G. Adelson. |
(5) | The shares were gifted to Dr. Adelson from her spouse, Sheldon G. Adelson. |
(6) | The shares were distributed from the name of Sivan Ochshorn (now known as Sivan Dumont) and Timothy D. Stein, as Trustees of the Sivan Ochshorn December 2010 Two Year LVS Annuity Trust u/d/t dated December 15, 2010, to the name of Sivan Dumont and Miriam Adelson, as Trustees of the Sivan Ochshorn 2010 Grantor Trust u/d/t dated December 15, 2010. Dr. Adelson retains sole voting rights and disposition rights for these shares. |
(7) | The shares were distributed from the name of Sivan Ochshorn (now known as Sivan Dumont) and Timothy D. Stein, as Trustees of the Sivan Ochshorn December 2010 Five Year LVS Annuity Trust u/d/t dated December 15, 2010, to the name of Sivan Dumont and Miriam Adelson, as Trustees of the Sivan Ochshorn 2010 Grantor Trust u/d/t dated December 15, 2010. Dr. Adelson retains sole voting rights and disposition rights for these shares. |
(8) | The shares were gifted by Dr. Adelson to Miriam Adelson June 2011 Two Year LVS Annuity Trust. Dr. Adelson retains sole dispositive control over the common stock owned by this trust. |
(9) | The shares were gifted by Dr. Adelson to the Miriam Adelson October 2011 Two Year LVS Annuity Trust. Dr. Adelson retains sole dispositive control over the common stock owned by this trust. |
(10) | The shares were distributed by the Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated 5/1/2007. |
(11) | The shares were distributed by the Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated 5/1/07. |
Remarks: This is part one of a two part filing. The purpose of this filing is to report the reporting person's change in ownership interest due to the redemption of the Preferred Stock by the Company on November 15, 2011; however, the reporting person has also voluntarily disclosed all 2011 common stock transfers through the date of this report that would be otherwise reportable on Form 5. |