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    SEC Form SC 13D/A filed

    2/26/21 4:25:56 PM ET
    $LVS
    Hotels/Resorts
    Consumer Discretionary
    Get the next $LVS alert in real time by email
    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 13DPage 2 of 12


     
    1
    NAME OF REPORTING PERSON OR
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     Estate of Sheldon G. Adelson1
    2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     
     
    (a)  o
    (b)  x
    3SEC USE ONLY 
     
    4
    SOURCE OF FUNDS
     Not applicable
    5CHECK 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
    12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
    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 13DPage 3 of 12


     
    1
    NAME OF REPORTING PERSON OR
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     Miriam Adelson1
    2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     
     
    (a)  x
    (b)  o
    3SEC USE ONLY 
     
    4
    SOURCE OF FUNDS
     Not applicable
    5CHECK 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
    12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
    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 13DPage 4 of 12


    1
    NAME OF REPORTING PERSON OR
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     Irwin Chafetz
    2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     
     
    (a)  x
    (b)  o
    3SEC USE ONLY 
     
    4
    SOURCE OF FUNDS
     Not applicable
    5CHECK 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
    12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
    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 13DPage 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
    2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     
     
    (a)  x
    (b)  o
    3SEC USE ONLY 
     
    4
    SOURCE OF FUNDS
     Not applicable
    5CHECK 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
    12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
    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 13DPage 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
    2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     
     
    (a)  x
    (b)  o
    3SEC USE ONLY 
     
    4
    SOURCE OF FUNDS
     Not applicable
    5CHECK 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
    12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo
    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 13DPage 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 13DPage 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 13DPage 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 13DPage 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 13DPage 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 13DPage 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 /s/ Miriam Adelson
    ESTATE OF SHELDON G. ADELSONMIRIAM 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 AdelsonBy: /s/ Irwin Chafetz
    Name:Miriam AdelsonName:Irwin Chafetz
    Title:TrusteeTitle:Trustee

    [Signature page to Amendment No. 8 to Schedule 13D]
     


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    • Las Vegas Sands Donates $515,000 to The WASH Foundation for Water and Hygiene Initiatives

      Funding supports Sands' 12th global hygiene kit build to benefit people facing hardships, grants to local water champions in Sands' regions and the foundation's WASH programs. LAS VEGAS, June 26, 2025 /PRNewswire/ -- Las Vegas Sands (NYSE: LVS) has contributed $515,000 to The WASH Foundation, bringing the company's total foundation contributions to its signature global Sands Cares partner to more than $6.1 million since 2014.   The WASH Foundation aims to bring safe water, sanitation and hygiene (WASH) to the 4.2 billion people who lack access to these resources. The 2025 Sands Cares investment supports three foundation priorities: contributing hygiene supplies to people facing hardships th

      6/26/25 1:00:00 PM ET
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    • Las Vegas Sands Announces a $300,000 Sands Cares Donation to Nevada Partnership for Homeless Youth

      The 2025 contribution continues Sands' long-term commitment to working with NPHY on lasting solutions for decreasing Nevada's high incidence of youth homelessness. LAS VEGAS, May 28, 2025 /PRNewswire/ -- Las Vegas Sands (NYSE: LVS) has contributed $300,000 through the Sands Cares global community engagement program to Nevada Partnership for Homeless Youth (NPHY) in support of its mission to combat the critical issue of youth homelessness in Nevada. Sands' long-term partnership with NPHY, which began in 2014 and has encompassed $2.9 million in funding for the organization, is one of the company's top community engagement priorities in its Las Vegas corporate headquarters. The 2025 Sands Cares

      5/28/25 1:00:00 PM ET
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    • Sands to Participate in the Bernstein Strategic Decisions Conference

      LAS VEGAS, May 27, 2025 /PRNewswire/ -- Las Vegas Sands (NYSE: LVS) will participate in the 41st Annual Bernstein Strategic Decisions Conference in New York, NY on Thursday, May 29, 2025. Mr. Robert G. Goldstein, Chairman and Chief Executive Officer, will participate in a discussion which is scheduled to begin at approximately 2:30 p.m. Eastern Time. A webcast of the discussion will be available at www.investor.sands.com. About Sands (NYSE: LVS) Sands is the leading global developer and operator of integrated resorts. The company's iconic properties drive valuable leisure and business tourism and deliver significant economic benefits, sustained job creation, financial opportunities for local

      5/27/25 6:30:00 PM ET
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    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

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    • Director Pant Muktesh bought $1,000,730 worth of shares (23,000 units at $43.51) (SEC Form 4)

      4 - LAS VEGAS SANDS CORP (0001300514) (Issuer)

      3/18/25 4:31:58 PM ET
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    SEC Filings

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    • Las Vegas Sands Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

      8-K - LAS VEGAS SANDS CORP (0001300514) (Filer)

      5/16/25 4:06:14 PM ET
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    • Las Vegas Sands Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

      8-K - LAS VEGAS SANDS CORP (0001300514) (Filer)

      5/6/25 4:06:42 PM ET
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    • Las Vegas Sands Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

      8-K - LAS VEGAS SANDS CORP (0001300514) (Filer)

      4/30/25 5:16:37 PM ET
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    Insider Trading

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    • Director Besca Mark was granted 4,746 shares (SEC Form 4)

      4 - LAS VEGAS SANDS CORP (0001300514) (Issuer)

      5/19/25 4:28:44 PM ET
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    • Director Chafetz Irwin was granted 4,746 shares, increasing direct ownership by 5% to 100,949 units (SEC Form 4)

      4 - LAS VEGAS SANDS CORP (0001300514) (Issuer)

      5/19/25 4:26:19 PM ET
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    • Director Chau Micheline was granted 4,746 shares, increasing direct ownership by 18% to 31,345 units (SEC Form 4)

      4 - LAS VEGAS SANDS CORP (0001300514) (Issuer)

      5/19/25 4:24:37 PM ET
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    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

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    • Analyst initiated coverage on Las Vegas Sands with a new price target

      Analyst initiated coverage of Las Vegas Sands with a rating of Neutral and set a new price target of $47.00

      6/23/25 8:07:11 AM ET
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    • Las Vegas Sands downgraded by Morgan Stanley with a new price target

      Morgan Stanley downgraded Las Vegas Sands from Overweight to Equal-Weight and set a new price target of $51.00 from $54.00 previously

      1/14/25 8:02:36 AM ET
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    • Las Vegas Sands upgraded by Jefferies with a new price target

      Jefferies upgraded Las Vegas Sands from Hold to Buy and set a new price target of $69.00 from $60.00 previously

      1/3/25 7:38:07 AM ET
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    Leadership Updates

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    • 10,000 Runners Hit the Streets for Sands China Macao International 10K

      Popular event promotes "tourism + sport" in Macao MACAO, March 25, 2025 /PRNewswire/ -- The 2025 Sands China Macao International 10K welcomed around 10,000 runners from 40 countries and regions March 16, who crossed the finish line after completing either the 10K race or the Fun Run. Kenyan athletes Vincent Kibet Langat and Betty Sigei were crowned the overall champions in the men's and women's 10K races, with both setting new race records. In the men's and women's Macao athlete category, Wang Kun and Hoi Long won, respectively. Wang's time is also a new Macao record. The highly anticipated sporting event was organised by the Sports Bureau of the Macao SAR Government, Sands China Ltd., an

      3/25/25 10:36:00 AM ET
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    • Las Vegas Sands and Marina Bay Sands Welcome The Food Bank Singapore into the Sands Cares Accelerator

      The resort's long-time partner enters the exclusive program to build its Bank Card Program through targeted funding, strategic guidance and mentorship over three years. LAS VEGAS, March 4, 2025 /PRNewswire/ -- Las Vegas Sands (NYSE: LVS) and Marina Bay Sands today announced that The Food Bank Singapore has joined Sands Cares Accelerator, a three-year membership program aimed at advancing nonprofits to deliver greater community impact. During its time in the Sands Cares Accelerator, The Food Bank Singapore will focus on expanding its Bank Card Program, which aims to better serve beneficiaries by simplifying the food distribution process. The nonprofit will receive $100,000 annually for the th

      3/4/25 1:00:00 PM ET
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    • 2024 Sands Shopping Carnival Draws Record-Breaking 120,000 Visits

      July 18-21 event supported Macao's "tourism+" initiative Free business platform for local SMEs and Sands retailers    MACAO, July 24, 2024 /PRNewswire/ -- The 2024 Sands Shopping Carnival successfully drew to a close Sunday at The Venetian® Macao's Cotai Expo, after setting an all-time high of 120,000 visits during four days of shopping, activities and performances. The Sands Shopping Carnival has welcomed over 540,000 visitors since its 2020 debut, becoming an annual signature event for Sands China. It offers residents and tourists an exciting weekend destination while suppor

      7/24/24 8:55:00 AM ET
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    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    • Amendment: SEC Form SC 13G/A filed by Las Vegas Sands Corp.

      SC 13G/A - LAS VEGAS SANDS CORP (0001300514) (Subject)

      11/12/24 3:56:12 PM ET
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    • SEC Form SC 13G filed by Las Vegas Sands Corp.

      SC 13G - LAS VEGAS SANDS CORP (0001300514) (Subject)

      11/12/24 12:54:20 PM ET
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    • Amendment: SEC Form SC 13G/A filed by Las Vegas Sands Corp.

      SC 13G/A - LAS VEGAS SANDS CORP (0001300514) (Subject)

      11/4/24 1:21:45 PM ET
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    Financials

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    • Las Vegas Sands Reports First Quarter 2025 Results

      For the quarter ended March 31, 2025 Net Revenue of $2.86 billion and Net Income of $408 millionConsolidated Adjusted Property EBITDA of $1.14 billionMacao Adjusted Property EBITDA of $535 millionLow Hold on Rolling Play in Macao Negatively Impacted Adjusted Property EBITDA by $10 millionMarina Bay Sands Adjusted Property EBITDA of $605 millionLVS Repurchased $450 million of Common StockLVS Board of Directors Increased Stock Repurchase Authorization to $2.0 billionLAS VEGAS, April 23, 2025 /PRNewswire/ -- Las Vegas Sands (NYSE:LVS), the leading global developer and operator of Integrated Resorts, today reported financial results for the quarter ended March 31, 2025. "We continued to execute

      4/23/25 4:05:00 PM ET
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    • Sands to Release First Quarter 2025 Financial Results

      LAS VEGAS, April 16, 2025 /PRNewswire/ -- Las Vegas Sands (NYSE:LVS) will release its first quarter 2025 financial results on Wednesday, April 23, 2025, after market close. The company will host a conference call to discuss its results at approximately 1:30 p.m. Pacific Time. A webcast of the conference call will be available at www.investor.sands.com.    About Sands (NYSE: LVS) Sands is the leading global developer and operator of integrated resorts. The company's iconic properties drive valuable leisure and business tourism and deliver significant economic benefits, sustained job creation, financial opportunities for local businesses and community investment to help make its host regions i

      4/16/25 4:05:00 PM ET
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    • Las Vegas Sands Reports Fourth Quarter 2024 Results

      For the quarter ended December 31, 2024 (Compared to the quarter ended December 31, 2023) Net Revenue of $2.90 billion and Net Income of $392 millionConsolidated Adjusted Property EBITDA of $1.11 billionMacao Adjusted Property EBITDA of $571 millionLow Hold on Rolling Play in Macao Negatively Impacted Adjusted Property EBITDA by $22 millionMarina Bay Sands Adjusted Property EBITDA of $537 millionHigh Hold on Rolling Play at Marina Bay Sands Positively Impacted Adjusted Property EBITDA by $2 millionLVS Repurchased $450 million of Common StockLVS Acquired $250 million of SCL StockLAS VEGAS, Jan. 29, 2025 /PRNewswire/ -- Las Vegas Sands (NYSE:LVS), the leading global developer and operator of I

      1/29/25 4:05:00 PM ET
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