13G Filing: Nantahala Capital Management and Scientific Games Corp (SGMS)

In a recent filing with the Securities and Exchange Commission, Wilmot B. Harkey and Daniel Mack‘s Nantahala Capital Management disclosed its stake in Scientific Games Corp (NASDAQ:SGMS). According to the 13G filing, Nantahala owns 8.18 million shares of Scientific Games, which represent 9% of the company’s outstanding stock. In its latest 13F filing, Nantahala held 3.36 million shares of Scientific Games, as well as ‘Call’ options underlying 4.95 million shares.

Among the funds we track, heading into 2016, a total of 25 of the hedge funds tracked by Insider Monkey held long positions in Scientific Games, a decline of 14% from the third quarter. With hedge funds’ positions undergoing their usual ebb and flow, there exists a select group of notable hedge fund managers who were boosting their stakes substantially (or already accumulated large positions). Debra Fine’s Fine Capital Partners has the number one position in Scientific Games Corp (NASDAQ:SGMS), worth close to $75 million, comprising 8.5% of its total 13F portfolio as of the end of last year. Other members of the smart money with similar optimism comprise Mark Cohen’s Stone House Capital, Paul Reeder and Edward Shapiro’s PAR Capital Management and Adam Wolfberg and Steven Landry’s EastBay Asset Management.

Seeing as Scientific Games Corp (NASDAQ:SGMS) has faced declining sentiment from the smart money, logic holds that there is a sect of hedge funds that slashed their positions entirely in the fourth quarter. Vadim Perelman’s Baker Street Capital cut the largest investment of the 700 funds followed by Insider Monkey, worth an estimated $52.3 million in stock. Don Morgan’s fund, Brigade Capital, also dropped its stock, about $14.9 million worth. Overall, total hedge fund interest fell by 4 funds in the last three months of 2015.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Nantahala Capital Management 0 8,184,101 0 8,184,101 8,184,101 9.0%
Wilmot B. Harkey( 0 8,184,101 0 8,184,101 8,184,101 9.0%
Daniel Mack( 0 8,184,101 0 8,184,101 8,184,101 9.0%

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Page 1 of 7 SEC Filing

UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C.
20549

 

SCHEDULE 13G

Under the Securities
Exchange Act of 1934

(Amendment
No. 1)*

SCIENTIFIC GAMES
CORPORATION

(Name of Issuer)

Class A common
stock, par value $0.01 per share

(Title of Class of
Securities)

80874P109

(CUSIP Number)

February 29, 2016

(Date of Event which
Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

x  Rule 13d-1(b)
¨  Rule 13d-1(c)
¨  Rule 13d-1(d)

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).

Continued on following pages

Page 1 of 7 Pages

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Page 2 of 7 SEC Filing

CUSIP No.  80874P109
(1) Names of reporting persons Nantahala Capital Management, LLC
(2) Check the appropriate box if a member of a group (a)
(see instructions) (b)
(3) SEC use only
(4) Citizenship or place of organization MA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 8,184,101
(7) Sole dispositive power 0
(8) Shared dispositive power 8,184,101
(9) Aggregate amount beneficially owned by each reporting person 8,184,101
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9) 9.0%
(12) Type of reporting person (see instructions) IA

  

 

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Page 3 of 7 SEC Filing

 

CUSIP No.  80874P109
(1) Names of reporting persons Wilmot B. Harkey
(2) Check the appropriate box if a member of a group (a)
(see instructions) (b)
(3) SEC use only
(4) Citizenship or place of organization USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 8,184,101
(7) Sole dispositive power 0
(8) Shared dispositive power 8,184,101
(9) Aggregate amount beneficially owned by each reporting person 8,184,101
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9) 9.0%
(12) Type of reporting person (see instructions) HC

 

 

 

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Page 4 of 7 SEC Filing

 

CUSIP No.  80874P109
(1) Names of reporting persons Daniel Mack
(2) Check the appropriate box if a member of a group (a)
(see instructions) (b)
(3) SEC use only
(4) Citizenship or place of organization USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 8,184,101
(7) Sole dispositive power 0
(8) Shared dispositive power 8,184,101
(9) Aggregate amount beneficially owned by each reporting person 8,184,101
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11) Percent of class represented by amount in Row (9) 9.0%
(12) Type of reporting person (see instructions) HC

 

Item 1(a). Name of Issuer:
SCIENTIFIC GAMES CORPORATION (the “Issuer”).
Item 1(b). Address of the Issuer’s Principal Executive Offices:
6650 S. El Camino Road, Las Vegas, Nevada 89118
Item 2(a). Name of Person Filing

Nantahala Capital Management, LLC (“Nantahala”)

Wilmot B. Harkey

Daniel Mack (together the “Reporting Persons”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

19 Old Kings Highway S, Suite 200

Darien, CT 06820

Item 2(c). Citizenship:

Nantahala is a Massachusetts limited liability company.

Each of Messrs. Harkey and Mack is a citizen of the United States
of America.

Item 2(d).

Title of Class of Securities:

 

Class A common stock, par value $0.01 per share (the
“Shares”). 

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Page 5 of 7 SEC Filing

Item 2(e). CUSIP Number:

80874P109


Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨ Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).

(c) ¨ Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).

(d) ¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ¨ An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F).

(g) x A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G).

(h) ¨ A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ¨ A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the

Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

 

Ownership:

Item 4(a).

Amount Beneficially Owned:

As of the date hereof, Nantahala may be
deemed to be the beneficial owner of 8,184,101 Shares held by funds and separately managed accounts under its control and as the
managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 8,184,101
Shares includes 45,982 options held by the Reporting Persons that may be exercised for 4,598,200 Shares within sixty days.

Item 4(b).

Percent of Class:

As of the date hereof, each of the Reporting
Persons may be deemed to be the beneficial owner of 9.0% of the total number of Shares outstanding (based upon information provided
by the Issuer on Form 10-K filed February 29, 2016, there were 86,528,647 Shares outstanding as of February 22, 2016).

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Page 6 of 7 SEC Filing

Item 4(c). Number of shares as to which such person has:
 

Nantahala Capital Management, LLC

(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 8,184,101
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 8,184,101
 

Each of Messrs. Harkey and Mack:

(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 8,184,101
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 8,184,101
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Nantahala Capital Partners SI, LP, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, approximately 5.3% of the outstanding shares of common stock beneficially owned by Nantahala  reported herein.  This includes options held by Nantahala Capital Partners SI, LP that may be exercised for 2,522,900 Shares within sixty days.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in §240.13d-1(b)(1)(ii)(E).  See Item 4(a).
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:

By signing below each Reporting Person
certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.

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Page 7 of 7 SEC Filing

 

SIGNATURES

 

After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete, and correct.

Date:  March 10, 2016 NANTAHALA CAPITAL MANAGEMENT, LLC  
       
  By:   /s/ Paul E. Rehm  
    Paul E. Rehm  
    Chief Compliance Officer  
       
  /s/ Wilmot B. Harkey  
   Wilmot B. Harkey  
       
   /s/ Daniel Mack  
   Daniel Mack  

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