eh1500287_13da6.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 6)
 
Under the Securities Exchange Act of 1934
 
LAS VEGAS SANDS CORP.
(Name of Issuer)
 
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
 
 
517834107
(CUSIP Number)
 
Ira H. Raphaelson, Esq.
c/o Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 414-1000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
February 12, 2015
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
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 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).
 
 
 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 2 of 13


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sheldon G. Adelson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
65,914,941
8
SHARED VOTING POWER
 
12,566,710
9
SOLE DISPOSITIVE POWER
 
65,924,329
10
SHARED DISPOSITIVE POWER
 
12,566,710
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
78,535,326
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.8%1
 
14
TYPE OF REPORTING PERSON
 
IN
 
 

1
Based upon a total of 798,349,759 shares of Common Stock outstanding on February 11, 2015 plus options to purchase 53,675 shares of Common Stock held by Mr. Adelson that are vested and exercisable.
 
 
 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 3 of 13


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Miriam Adelson
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States/Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
97,971,021
8
SHARED VOTING POWER
 
12,566,710
9
SOLE DISPOSITIVE POWER
 
96,198,445
10
SHARED DISPOSITIVE POWER
 
230,469,028
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
328,440,049
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%2
 
14
TYPE OF REPORTING PERSON
 
IN
 


2
Based upon a total of 798,349,759 shares of Common Stock outstanding on February 11, 2015.

 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 4 of 13


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Irwin Chafetz
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
248,548,120
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
30,654,818
10
SHARED DISPOSITIVE POWER
 
217,902,318
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
248,558,120
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
31.1%3
 
14
TYPE OF REPORTING PERSON
 
IN
 

 

3
Based upon a total of 798,349,759 shares of Common Stock outstanding on February 11, 2015 plus options to purchase 10,000 shares of Common Stock held by Mr. Chafetz that are vested and exercisable.
 
 
 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 5 of 13


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Timothy D. Stein
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
5,014,998
8
SHARED VOTING POWER
 
1,784,091
9
SOLE DISPOSITIVE POWER
 
6,693
10
SHARED DISPOSITIVE POWER
 
6,792,396
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,799,089
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.9%4
 
14
TYPE OF REPORTING PERSON
 
IN
 

 

4
Based upon a total of 798,349,759 shares of Common Stock outstanding on February 11, 2015.
 

 
 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 6 of 13

 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Trust under the Sheldon G. Adelson 2007 Remainder Trust
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
87,718,919
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
87,718,919
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,718,919
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.0%5
 
14
TYPE OF REPORTING PERSON
 
OO
 

 

5
Based upon a total of 798,349,759 shares of Common Stock outstanding on February 11, 2015.
 
 
 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 7 of 13
 

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
Not applicable
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
87,718,918
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
87,718,918
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,718,918
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.0%6
 
14
TYPE OF REPORTING PERSON
 
 
 

 

6
Based upon a total of 798,349,759 shares of Common Stock outstanding on February 11, 2015.
 


 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 8 of 13


 
Item 1.
Security and Issuer.
 
This Amendment No. 6 (this “Amendment”) amends the Schedule 13D filed on November 24, 2008, as previously amended by Amendment No. 1 thereto filed on January 16, 2009, Amendment No. 2 thereto filed on April 2, 2009, Amendment No. 3 thereto filed on November 18, 2011, Amendment No. 4 thereto filed on March 5, 2012, and Amendment No. 5 thereto filed on June 9, 2014 (such Schedule 13D, as amended by Amendments No. 1, No. 2, No. 3, No. 4 and No. 5 thereto, the “Schedule 13D”), which relates to the common stock, par value $0.001 per share (the “Common Stock”), of Las Vegas Sands Corp., a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.  All items not described herein remain as previously reported in the Schedule 13D, and all capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D.
 
Sheldon G. Adelson (“Mr. Adelson”), Dr. Miriam Adelson (“Dr. Adelson”), Irwin Chafetz (“Mr. Chafetz”), Timothy D. Stein, Esq. (“Mr. Stein”), the General Trust under the Sheldon G. Adelson 2007 Remainder Trust (the “Remainder Trust”) and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust (the “Friends and Family Trust,” and, together with Mr. Adelson, Dr. Adelson, Mr. Chafetz, Mr. Stein and the Remainder Trust, the “Reporting Persons”), constitute a “group” that, as of the date hereof, collectively beneficially owns approximately 431,863,556 shares of Common Stock, or 54.1%, of the Issuer’s 798,349,759 shares of Common Stock outstanding as of February 11, 2015 (the “Outstanding Common Stock”) for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.  This Amendment is being filed to report (a) an increase of 0.55% in the percentage of aggregate number of shares of Common Stock owned by the Reporting Persons since the previously filed Schedule 13D as a result of (i) a decrease in the number of outstanding shares of Common Stock pursuant to a publicly disclosed stock repurchase program by the Issuer and (ii) an increase in beneficial ownership by the Reporting Persons due to grants and/or vesting of equity awards to certain of the Reporting Persons under the Issuer’s equity plan and (b) changes in the beneficial ownership reported by certain of the Reporting Persons due to changes in the composition of the trustees of various trusts for the benefit of members of the Adelson family.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended by adding the text below to the end of Item 3 of the Schedule 13D.
 
This Amendment is being filed to report (a) an increase of 0.55% in the percentage of aggregate number of shares of Common Stock owned by the Reporting Persons since the previously filed Schedule 13D as a result of (i) a decrease in the number of outstanding shares of Common Stock pursuant to a publicly disclosed stock repurchase program by the Issuer and (ii) an increase in beneficial ownership by the Reporting Persons due to grants and/or vesting of equity awards to certain of the Reporting Persons under the Issuer’s equity plan and (b) changes in the beneficial ownership reported by certain of the Reporting Persons due to changes in the composition of the trustees of various trusts for the benefit of members of the Adelson family.
 
In addition, since the last amendment to this Schedule 13D, there have been changes in beneficial ownership of shares of Common Stock by the individual Reporting Persons due to the transfer of shares of Common Stock held by trusts for the benefit of members of the Adelson family to Mr. Adelson, Dr. Adelson or other trusts for the benefit of members of the Adelson.  These changes did not affect the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons as a group.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended by the deletion of the text thereof in its entirety and its replacement with the following:
 
(a)
 
Incorporated by reference from Item 11 of the cover page of each Reporting Person. In addition, each Reporting Person may be deemed to beneficially own the shares of Common Stock beneficially owned by the other Reporting Persons. The share ownership reported herein does not include shares of Common Stock beneficially owned by the other Reporting Persons.
 


 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 9 of 13

 
(b)
 
Mr. Adelson beneficially owns an aggregate of 78,535,326 shares of Common Stock (approximately 9.8% of the Outstanding Common Stock).  Of these shares, (i) 65,870,654 shares are owned directly by Mr. Adelson, (ii) 44,287 shares are unvested shares of restricted Common Stock owned directly by Mr. Adelson, (iii) 53,675 shares are issuable upon the exercise of options owned directly by Mr. Adelson that are exercisable currently, and (iv) 12,566,710 shares are held by an entity as described below.
 
Mr. Adelson has sole voting control over 65,914,941 shares of Common Stock, of which (i) 65,870,654 shares are owned directly by Mr. Adelson and (ii) 44,287 shares are unvested shares of restricted Common Stock owned directly by Mr. Adelson.  Mr. Adelson has shared voting control over 12,566,710 shares of Common Stock that are held by an entity as described below.
 
Mr. Adelson has sole dispositive control over 65,924,329 shares of Common Stock, of which (i) 65,870,654 shares are owned directly by Mr. Adelson and (ii) 53,675 shares are issuable upon the exercise of options owned directly by Mr. Adelson that are exercisable currently. Mr. Adelson has shared dispositive control over 12,566,710 shares of Common Stock that are held by an entity as described below.
 
Dr. Adelson beneficially owns an aggregate of 328,440,049 shares of Common Stock (approximately 41.1% of the Outstanding Common Stock).  Of these shares, (i) 93,779,145 shares are owned directly by Dr. Adelson, (ii) 100 shares are held by a family member of Dr. and Mr. Adelson, for which shares Dr. Adelson acts as custodian, (iii) 87,718,919 shares are held by the Remainder Trust, (iv) 87,718,918 shares are held by the Friends and Family Trust, and (v) 59,222,967 shares are held by various entities as described below.
 
Dr. Adelson has sole voting control over 97,971,021 shares of Common Stock, of which (i) 93,779,145 shares are owned directly by Dr. Adelson, (ii) 100 shares are held by a family member of Dr. and Mr. Adelson, for which shares Dr. Adelson acts as custodian, and (iii) 4,191,776 shares are held by various entities as described below.  Dr. Adelson has shared voting control over 12,566,710 shares of Common Stock that are held by an entity as described below.
 
Dr. Adelson has sole dispositive power over 96,198,445 shares of Common Stock, of which (i) 93,779,145 shares are owned directly by Dr. Adelson, (ii) 100 shares are held by a family member of Dr. and Mr. Adelson, for which shares Dr. Adelson acts as custodian, and (iii) 2,419,200 shares are held by an entity as described below.  Dr. Adelson has shared dispositive control over 230,469,028 shares of Common Stock, of which (i) 87,718,919 shares are held by the Remainder Trust, (ii) 87,718,918 shares are held by the Friends and Family Trust, and (iii) 55,031,191 shares are held by various entities as described below.
 
Mr. Adelson and Dr. Adelson are co-managers of a limited liability company for the benefit of members of the Adelson family, which directly owns 12,566,710 shares of Common Stock.  Mr. Adelson and Dr. Adelson share voting and dispositive control of these shares of Common Stock.
 
Mr. Chafetz is deemed to beneficially own an aggregate of 248,558,120 shares of Common Stock (approximately 31.1% of the Outstanding Common Stock).  Of these shares, (i) 68,620 shares are owned directly by Mr. Chafetz, (ii) 984 shares are unvested shares of restricted Common Stock owned directly by Mr. Chafetz, (iii) 10,000 shares are issuable upon the exercise of options owned directly by Mr. Chafetz that are exercisable currently and (iv) 248,468,516 shares are held by various entities as described below, with respect to which he is deemed to have a beneficial interest by virtue of the interest and authority granted to him under the trust instruments or organizational documents, as applicable.  Mr. Chafetz disclaims beneficial ownership of those shares of Common Stock not owned directly by him.
 
Mr. Chafetz has sole voting control over 248,548,120 shares, of which (i) 68,620 shares are owned directly by Mr. Chafetz, (ii) 984 shares are unvested shares of restricted Common Stock owned directly by Mr. Chafetz and (iii) 248,478,516 shares are held by various entities as described below.  Mr. Chafetz does not have shared voting control over any shares of Common Stock.
 
Mr. Chafetz has sole dispositive control over 30,654,818 shares, of which (i) 68,620 shares are owned directly by Mr. Chafetz, (ii) 10,000 shares are issuable upon the exercise of options owned directly by Mr. Chafetz that are exercisable currently, and (iii) 30,576,198 shares are held by various entities as described below.  Mr. Chafetz has shared dispositive control over 217,902,318 shares of Common Stock, of which (i) 87,718,919 shares are held by the Remainder Trust, (ii) 87,718,918 shares are held by the Friends and Family Trust, and (iii) 42,464,481 shares are held by various entities as described below.
 


 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 10 of 13

 
 
Mr. Stein is deemed to beneficially own an aggregate of 6,799,089 shares of Common Stock (approximately 0.9% of the Outstanding Common Stock).  Of these shares, (i) 6,693 shares are owned directly by Mr. Stein and (ii) 6,792,396 shares are held by various entities as described below, with respect to which he is deemed to have a beneficial interest by virtue of the interest and authority granted to him under the trust instruments or organizational documents, as applicable.  Mr. Stein disclaims beneficial ownership of those shares of Common Stock not owned directly by him.
 
Mr. Stein has sole voting control over 5,014,998 shares, of which (i) 6,693 shares are owned directly by Mr. Stein and (ii) 5,008,305 shares are held by various entities as described below.  Mr. Stein has shared voting control over 1,784,091 shares of Common Stock that are held by various entities as described below.
 
Mr. Stein has sole dispositive control over the 6,693 shares that are directly owned by him.  Mr. Stein has shared dispositive control over 6,792,396 shares of Common Stock that are held by various entities as described below.
 
Dr. Adelson and Mr. Chafetz are co-trustees of the Remainder Trust.  The Remainder Trust directly owns 87,718,919 shares of Common Stock (approximately 11.0% of the Outstanding Common Stock).  Mr. Chafetz has the authority to vote the shares of Common Stock owned by this trust.  Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by this trust.
 
Dr. Adelson and Mr. Chafetz are co-trustees of the Friends and Family Trust. The Friends and Family Trust directly owns 87,718,918 shares of Common Stock (approximately 11.0% of the Outstanding Common Stock).  Mr. Chafetz has the authority to vote the shares of Common Stock owned by this trust.  Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by this trust.
 
Dr. Adelson, Mr. Chafetz and Mr. Stein are co-trustees of several trusts for the benefit of members of the Adelson family.  These trusts directly own 1,772,576 shares of Common Stock.  Dr. Adelson has the authority to vote the shares of Common Stock owned by these trusts.  A majority of the trustees share dispositive control over the shares of Common Stock owned by these trusts.
 
Dr. Adelson and Mr. Chafetz are co-trustees of several trusts for the benefit of members of the Adelson family.  These trusts directly own 42,464,481 shares of Common Stock.  Mr. Chafetz has the authority to vote the shares of Common Stock owned by these trusts.  Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by these trusts.
 
Mr. Chafetz is trustee of several trusts for the benefit of members of the Adelson family.  These trusts directly own 30,576,198 shares of Common Stock.  Mr. Chafetz has the sole authority to vote the shares of Common Stock owned by these trusts.  Mr. Chafetz has sole dispositive control over the Common Stock owned by these trusts.
 
Mr. Stein is a co-trustee, with either Stephen O’Connor (“Mr. O’Connor”) or Yasmin Lukatz (“Ms. Lukatz”) (each, an “Other Co-Trustee”), of several trusts for the benefit of members of the Adelson family.  These trusts directly own 5,442,396 shares of Common Stock. Mr. Stein shares dispositive control over 3,658,305 shares of Common Stock owned by these trusts with one of the Other Co-Trustees and shares dispositive control over 1,784,091 shares of Common Stock owned by these trusts with the other Other Co-Trustee. Mr. Stein has the authority to vote 3,658,305 shares of Common Stock owned by these trusts and shares the authority to vote 1,784,091 shares of Common Stock owned by these trusts with one of the Other Co-Trustees. Mr. Stein and Mr. O’Connor disclaim beneficial ownership of the Common Stock owned by these trusts.
 
Mr. Stein is a co-manager of a limited liability company for the benefit of members of the Adelson family, which directly owns 1,350,000 shares of Common Stock.  Mr. Stein and Ms. Lukatz, as co-managers, share dispositive control over these shares of Common Stock, and Mr. Stein has the authority to vote such shares.  Mr. Stein disclaims beneficial ownership of these shares of Common Stock.
 
The business address of the principal offices of the Other Co-Trustees is c/o Interface Operations LLC, 410 South Rampart Boulevard, Las Vegas, Nevada 89145.  The present principal occupation of Mr. O’Connor is chief financial officer for Interface Group-Massachusetts, LLC.  The present principal occupation of Ms. Lukatz is investor.  During the past five years, none of the Reporting Persons and the Other Co-Trustees have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the past five years, none of the Reporting Persons and the Other Co-Trustees have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding have been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
 


 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 11 of 13
 
federal or state securities laws or finding any violation with respect to such laws.  Mr. O’Connor is a citizen of the United States.  Ms. Lukatz is a citizen of the United States and Israel.
 
(c)
 
The disclosure under Item 3 and Item 4 is incorporated by reference.
 
There have been no transactions in shares of Common Stock by the Reporting Persons within 60 days of the filing date of this Amendment to the Schedule 13D, except as follows:
 
(i)  the exercise by Mr. Chafetz of 29,970 options to purchase shares of Common Stock on January 5, 2015; and
 
(ii)  the grant to Mr. Adelson of 27,167 shares of restricted Common Stock on February 4, 2015.
 
(d)
 
Except as set forth above, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities set forth above.
 
(e)
 
Not applicable.
 
Item 7.
Material to be Filed as Exhibits.

 
 
[Remainder of page intentionally blank]
 

 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 12 of 13

 
The documents filed as exhibits in the Schedule 13D are hereby incorporated by reference herein.
 
Exhibit No.
Description
   
1
Joint Filing Agreement of Sheldon G. Adelson, Miriam Adelson, Irwin Chafetz, Timothy D. Stein, the General Trust under the Sheldon G. Adelson 2007 Remainder Trust and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust.


 
 

 
 
 
CUSIP No. 517834107
 
SCHEDULE 13D
Page 13 of 13

 

SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 16, 2015
 
 

         
/s/ Sheldon G. Adelson
   
/s/ Miriam Adelson
 
SHELDON G. ADELSON
   
MIRIAM ADELSON
 
 
   
 
 
 

         
/s/ Irwin Chafetz
   
/s/ Timothy D. Stein
 
IRWIN CHAFETZ  
   
TIMOTHY D. STEIN
 
 
   
 
 

THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST
THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS AND FAMILY TRUST
 
         
By:
/s/ Miriam Adelson
    By:
/s/ Irwin Chafetz
 
Name: Miriam Adelson     Name: Irwin Chafetz  
Title: Trustee     Title: Trustee  

[Signature page to Amendment No. 6 to Schedule 13D]
 
 

 
 

 
 
 
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D/A (and any further amendment filed by them) with respect to the common stock, par value $0.001 per share, of Las Vegas Sands Corp., a Nevada corporation.
 
Dated:  February 16, 2015
 


         
/s/ Sheldon G. Adelson
   
/s/ Miriam Adelson
 
SHELDON G. ADELSON
   
MIRIAM ADELSON
 
 
   
 
 
 

         
/s/ Irwin Chafetz
   
/s/ Timothy D. Stein
 
IRWIN CHAFETZ  
   
TIMOTHY D. STEIN
 
 
   
 
 

THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST
THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS AND FAMILY TRUST
 
         
By:
/s/ Miriam Adelson
    By:
/s/ Irwin Chafetz
 
Name: Miriam Adelson     Name: Irwin Chafetz  
Title: Trustee     Title: Trustee  

 
[Signature page to Schedule 13D/A Joint Filing Agreement]