Document

SC 13D/A 1 lvs-20210226x13da.htm SC 13D/A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 8)

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)

D. Zachary Hudson, 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 17, 2021
(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 that 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 12


1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Estate of Sheldon G. Adelson1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
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 67,246,6252
		8	SHARED VOTING POWER -0-
		9	SOLE DISPOSITIVE POWER 67,246,6252
		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,246,6252
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%1,2,3
14	TYPE OF REPORTING PERSON OO

__________________________

1 Dr. Miriam Adelson was appointed Special Administrator of the Estate of Sheldon G. Adelson on February 17, 2021. The Estate’s shares reflected herein are not duplicative of shares Dr. Adelson reports otherwise on this Schedule 13D notwithstanding that in her capacity as Special Administrator Dr. Adelson has all disposition authority and voting rights over the shares held by the Estate.

2 Includes options to purchase 694,738 shares of Common Stock held by the Estate of Sheldon G. Adelson that are exercisable.

3 Based upon a total of 763,842,938 shares of Common Stock outstanding on January 31, 2021 as provided by Issuer plus options to purchase 694,738 shares of Common Stock held by the Estate of Sheldon G. Adelson.


CUSIP No. 517834107			SCHEDULE 13D			Page 3 of 12


1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Miriam Adelson1
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 110,013,060
		8	SHARED VOTING POWER 2,208,548
		9	SOLE DISPOSITIVE POWER 110,013,060
		10	SHARED DISPOSITIVE POWER 220,110,866
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 330,123,926
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.2%2
14	TYPE OF REPORTING PERSON IN

__________________________

1 Shares reflected for Dr. Miriam Adelson do not include shares held by the Estate of Sheldon G. Adelson, for which Dr. Adelson has been appointed Special Administrator.

2 Based upon a total of 763,842,938 shares of Common Stock outstanding on January 31, 2021 as provided by Issuer.


CUSIP No. 517834107			SCHEDULE 13D			Page 4 of 12


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 253,667,096
		8	SHARED VOTING POWER 2,208,548
		9	SOLE DISPOSITIVE POWER 31,976,089
		10	SHARED DISPOSITIVE POWER 221,460,866
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 255,875,644
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.5%1
14	TYPE OF REPORTING PERSON IN

__________________________

1 Based upon a total of 763,842,938 shares of Common Stock outstanding on January 31, 2021 as provided by Issuer.


CUSIP No. 517834107			SCHEDULE 13D			Page 5 of 12


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) 11.5%1
14	TYPE OF REPORTING PERSON OO

__________________________

1 Based upon a total of 763,842,938 shares of Common Stock outstanding on January 31, 2021 as provided by Issuer.


CUSIP No. 517834107			SCHEDULE 13D			Page 6 of 12


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) 11.5%1
14	TYPE OF REPORTING PERSON OO

__________________________

1 Based upon a total of 763,842,938 shares of Common Stock outstanding on January 31, 2021 as provided by Issuer.


CUSIP No. 517834107			SCHEDULE 13D			Page 7 of 12

Explanatory Note

This Amendment No. 8 to the Schedule 13D filed on November 24, 2008, as previously amended, is being filed to report the death of Reporting Person Sheldon G. Adelson and the addition of the Estate of Sheldon G. Adelson as a Reporting Person, for which Dr. Miriam Adelson has been appointed Special Administrator.


Item 1.			Security and Issuer.

This Amendment No. 8 (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, Amendment No. 5 thereto filed on June 9, 2014, Amendment No. 6 thereto filed on February 12, 2015, and Amendment No. 7 thereto filed on February 13, 2019 (such Schedule 13D, as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, and No. 7 thereto, collectively, 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 herein shall have the meanings ascribed to them in the Schedule 13D.

Dr. Miriam Adelson (“Dr. Adelson”), Irwin Chafetz (“Mr. Chafetz”), 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 the Estate of Sheldon G. Adelson (the “Estate”), Dr. Adelson, Mr. Chafetz, and the Remainder Trust, the “Reporting Persons”), constitute a “group,” and the Estate (for which Dr. Adelson has been appointed Special Administrator) may be a member of such “group,” which, as of the date hereof, collectively beneficially own approximately 433,135,429 shares of Common Stock, or 56.7%, of the Issuer’s 764,537,676 shares of Common Stock issued and outstanding as of January 31, 2021 (the “Outstanding Common Stock”) for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.


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.

Since the date of Amendment No. 7 to this Schedule 13D, there have been changes in beneficial ownership of shares of Common Stock by the individual Reporting Persons due to the death of Mr. Adelson and transfer of shares of Common Stock held by trusts for the benefit of members of the Adelson family to the trusts for the benefit of members of the Adelson family. These changes did not affect the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons as a group.


CUSIP No. 517834107			SCHEDULE 13D			Page 8 of 12


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 herein by reference from Items 11 and 13 of the cover page of the applicable 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 but disclaims such beneficial ownership. The beneficial ownership of all of the Reporting Persons together is 433,135,429 shares of Common Stock, or 56.7% of the shares of Common Stock issued and outstanding.

(b)

The Estate beneficially owns an aggregate of 67,246,625 shares of Common Stock (approximately 8.8% of the Outstanding Common Stock). Of these shares, (i) 66,551,887 shares are owned directly by the Estate and (ii) 694,738 shares are issuable upon the exercise of options held by the Estate that are exercisable currently.

The Estate has sole voting control over 67,246,625 shares of Common Stock, of which (i) 66,551,887 shares are owned directly by the Estate and (ii) 694,738 shares are issuable upon the exercise of options held by the Estate that are exercisable currently.

The Estate has sole dispositive control over 67,246,625 shares of Common Stock, of which (i) 66,551,887 shares are owned directly by the Estate and (ii) 694,738 shares are issuable upon the exercise of options held by the Estate that are exercisable currently.

Dr. Adelson beneficially owns an aggregate of 330,123,926 shares of Common Stock (approximately 43.2% of the Outstanding Common Stock). Of these shares, (i) 93,779,145 shares are owned directly by Dr. Adelson, (ii) 87,718,919 shares are held by the Remainder Trust, (iii) 87,718,918 shares are held by the Friends and Family Trust, and (iv) 60,906,944 shares are held by various entities as described below. Dr. Adelson was appointed Special Administrator of the Estate of Sheldon G. Adelson on February 17, 2021. The Estate’s shares reflected herein are not duplicative of shares Dr. Adelson reports otherwise on this Schedule 13D, notwithstanding that in her capacity as Special Administrator, Dr. Adelson has all disposition authority and voting rights over the shares held by the Estate.

Dr. Adelson has sole voting control over 110,013,060 shares of Common Stock, of which (i) 93,779,145 shares are owned directly by Dr. Adelson and (ii) 16,233,915 shares are held by various entities as described below.

Dr. Adelson has sole dispositive power over 110,013,060 shares of Common Stock, of which (i) 93,779,145 shares are owned directly by Dr. Adelson and (ii) 16,233,915 shares are held by various entities as described below. Dr. Adelson has shared dispositive control over 220,110,866 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) 44,673,029 shares are held by various entities as described below.


CUSIP No. 517834107			SCHEDULE 13D			Page 9 of 12

Dr. Adelson is manager of a limited liability company for the benefit of members of the Adelson family, which directly owns 12,566,710 shares of Common Stock. Dr. Adelson has sole voting and dispositive control of these shares of Common Stock.

Mr. Chafetz is deemed to beneficially own an aggregate of 255,875,644 shares of Common Stock (approximately 33.5% of the Outstanding Common Stock). Of these shares, (i) 77,972 shares are owned directly by Mr. Chafetz, (ii) 2,189 shares are unvested shares of restricted Common Stock owned directly by Mr. Chafetz, and (iii) 255,795,483 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 253,667,096 shares of Common Stock, of which (i) 77,972 shares are owned directly by Mr. Chafetz, (ii) 2,189 shares are unvested shares of restricted Common Stock owned directly by Mr. Chafetz and (iii) 253,586,935 shares are held by various entities as described below. Mr. Chafetz has shared voting control over 2,208,548 shares of Common Stock.

Mr. Chafetz has sole dispositive control over 31,976,089 shares of Common Stock, of which (i) 77,972 shares are owned directly by Mr. Chafetz and (ii) 31,898,117 shares are held by various entities as described below. Mr. Chafetz has shared dispositive control over 221,460,866 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) 46,023,029 shares 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 11.5% 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 11.5% 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 several trusts for the benefit of members of the Adelson family. These trusts directly own 220,110,866 shares of Common Stock. Dr. Adelson and Mr. Chafetz share authority to vote 2,208,548 shares of Common Stock owned by these trusts. Mr. Chafetz has sole authority to vote 217,902,318 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 31,898,117 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.

Dr. Adelson is the trustee of several trusts for the benefit of members of the Adelson family. These trusts directly own 3,667,205 shares of Common Stock.


CUSIP No. 517834107			SCHEDULE 13D			Page 10 of 12

Mr. Chafetz 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. Chafetz, as co-manager, shares dispositive

control over these shares of Common Stock, and Mr. Chafetz has the sole authority to vote such shares. Mr. Chafetz disclaims beneficial ownership of these shares of Common Stock.

(c)

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)Mr. Adelson’s vesting of 51,206 options to purchase shares of Common Stock on January 1, 2021;

(ii)the vesting of 246,170 options to purchase shares of Common Stock upon the death of Mr. Adelson on January 11, 2021; and

(iii)transfers of an aggregate of 2,436,500 shares of Common Stock for no consideration among one or more members of, or trusts for the benefit of, the Adelson family on February 9, 2021.

(d)

Except as set forth above regarding the beneficiaries and trustees of the trusts disclosed herein, 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.


Item 6.			Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the text below to the end of Item 6 of the Schedule 13D.

Letter Agreement. On October 10, 2020, Mr. Adelson, Dr. Adelson, a number of affiliated trusts and other entities and the Issuer entered into a letter agreement relating to the Second Amended and Restated Registration Rights Agreement. Pursuant to the letter agreement, (i) the registration rights granted under the Second Amended and Restated Registration Rights Agreement were waived in connection with the filing by the Issuer of a registration statement on Form S-3ASR on or before November 3, 2020 and (ii) certain permitted transferees of Registrable Securities agreed to be bound by the provisions of the Second Amended and Restated Registration Rights Agreement, and the Company agreed to treat such transferees as Designated Holders (as defined in the Second Amended and Restated Registration Rights Agreement) for all purposes of the Second Amended and Restated Registration Rights Agreement.


CUSIP No. 517834107			SCHEDULE 13D			Page 11 of 12


Item 7.			Material to be Filed as Exhibits.

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 (incorporated by reference to Exhibit 1 to Schedule 13D/A filed on February 17, 2015).
2.			Convertible Note Purchase Agreement, dated as of September 30, 2008, between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Las Vegas Sands Corp. on November 10, 2008).
3.			Note Conversion and Securities Purchase Agreement, dated as of November 10, 2008, between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed by Las Vegas Sands Corp. on November 14, 2008).
4.			Amendment to Note Conversion and Securities Purchase Agreement between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference to Exhibit 1.3 to the Current Report on Form 8-K filed by Las Vegas Sands Corp. on November 14, 2008).
5.			Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008, by and among Las Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein) that are party to the agreement from time to time (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Las Vegas Sands Corp. on November 14, 2008).
6.			Investor Rights Agreement, dated as of September 30, 2008, by and between Las Vegas Sands Corp. and Dr. Miriam Adelson (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Las Vegas Sands Corp. on November 10, 2008).
7.			Lockup Agreement, dated as of November 10, 2008, entered into by Dr. Miriam Adelson. (incorporated by reference to Exhibit 7 to Schedule 13D filed on November 24, 2008).
8.			Letter Agreement dated October 10, 2020 by and among Sheldon G. Adelson, Dr. Miriam Adelson, the trusts and other entities listed on the signature pages thereto and Las Vegas Sands Corp (filed herewith).


CUSIP No. 517834107			SCHEDULE 13D			Page 12 of 12

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 , 2021

/s/ Miriam Adelson

ESTATE OF SHELDON G. ADELSON

MIRIAM ADELSON

Name: Miriam Adelson

Title: Special Administrator

/s/ Irwin Chafetz

IRWIN CHAFETZ

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. 8 to Schedule 13D]

SEC Form SC 13D/A filed