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)
|
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.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
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.
|
/s/ Sheldon G. Adelson
|
/s/ Miriam Adelson
|
|||
SHELDON G. ADELSON
|
MIRIAM ADELSON
|
|||
|
|
/s/ Irwin Chafetz
|
/s/ Timothy D. Stein
|
|||
IRWIN CHAFETZ
|
TIMOTHY D. STEIN
|
|||
|
|
By: |
/s/ Miriam Adelson
|
By: |
/s/ Irwin Chafetz
|
|||
Name: | Miriam Adelson | Name: | Irwin Chafetz | |||
Title: | Trustee | Title: | Trustee |
/s/ Sheldon G. Adelson
|
/s/ Miriam Adelson
|
|||
SHELDON G. ADELSON
|
MIRIAM ADELSON
|
|||
|
|
/s/ Irwin Chafetz
|
/s/ Timothy D. Stein
|
|||
IRWIN CHAFETZ
|
TIMOTHY D. STEIN
|
|||
|
|
By: |
/s/ Miriam Adelson
|
By: |
/s/ Irwin Chafetz
|
|||
Name: | Miriam Adelson | Name: | Irwin Chafetz | |||
Title: | Trustee | Title: | Trustee |