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
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| 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(f) of the Investment Company Act of 1940 |
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| 1. Name and Address of Reporting Person * LEVEN MICHAEL A | 2. Issuer Name and Ticker or Trading Symbol LAS VEGAS SANDS CORP [ LVS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
President and COO | | (Last) (First) (Middle) 3355 LAS VEGAS BOULEVARD SOUTH | 3. Date of Earliest Transaction (MM/DD/YYYY) 12/14/2010 | | (Street) LAS VEGAS, NV 89109 (City) (State) (Zip) | 4. If Amendment, Date Original Filed (MM/DD/YYYY) | 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 Acquired, Disposed of, or Beneficially Owned | 1.Title of Security
(Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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 | | Common Stock | 12/14/2010 | | M | | 150000 | A | $1.55 | 153612 | D | | | Common Stock | 12/14/2010 | | S | | 97860 (1) | D | $43.7933 (2) | 55752 | D | | | Common Stock | 12/14/2010 | | S | | 49040 (1) | D | $44.923 (3) | 6712 | D | | | Common Stock | 12/14/2010 | | S | | 3100 (1) | D | $45.58 (4) | 3612 | D | |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) | 1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | | Option (Right to Buy) | $1.55 | 12/14/2010 | | M | | | 150000 | (5) | 3/10/2014 | Common Stock | 150000 | $0 | 2250000 | D | |
| Explanation of Responses: | | ( 1) | Shares sold in connection with the exercise of stock options pursuant to a previously disclosed10b5-1 trading plan. Under his 10b5-1 plan, Mr. Leven sold 750,000 shares of company stock over a five month period, with 150,000 stock option shares exercised and sold in each month from August through December, 2010. | | ( 2) | This transaction was executed in multiple trades at prices ranging from $43.48 to $44.47. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. | | ( 3) | This transaction was executed in multiple trades at prices ranging from $44.51 to $45.46. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. | | ( 4) | This transaction was executed in multiple trades at prices ranging from $45.52 to $45.78. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. | | ( 5) | The Reporting Person was granted options to purchase 3,000,000 shares on March 11, 2009, of which 750,000 vested on March 11, 2010, and 2,250,000 will vest on March 11, 2011. |
Remarks:
In addition to the securities listed above, Mr. Leven was granted options to purchase 1,000,000 shares on January 1, 2010, of
which 250,000 shares vested on March 11, 2010, and 750,000 shares will vest on March 11, 2011. |
Reporting Owners
| | Reporting Owner Name / Address | Relationships | | Director | 10% Owner | Officer | Other | LEVEN MICHAEL A
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NV 89109 | X |
| President and COO |
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Signatures
| | /s/ Michael A. Leven | | 12/15/2010 | | ** 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 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). | | 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 control number. |
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