SEC Form SC 13D/A filed by Las Vegas Sands Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 11)

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)

c/o Las Vegas Sands Corp.

5420 S. Durango Dr.

Las Vegas, Nevada 89113

(702) 923-9000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 28, 2023

(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. ☐

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).

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¹ Includes options to purchase 694,738 shares of Common Stock held by The Miriam Adelson Trust that are exercisable.

² Based upon a total of 759,152,398 shares of Common Stock outstanding on November 15, 2023 as provided by the Issuer plus options to purchase 694,738 shares of Common Stock held by The Miriam Adelson Trust.

__________________________

¹ Based upon a total of 759,152,398 shares of Common Stock outstanding on November 15, 2023 as provided by the Issuer.

__________________________

¹ Based upon a total of 759,152,398 shares of Common Stock outstanding on November 15, 2023 as provided by the Issuer.

__________________________

¹ Based upon a total of 759,152,398 shares of Common Stock outstanding on November 15, 2023 as provided by the Issuer.

__________________________

¹ Includes options to purchase 694,738 shares of Common Stock held by The Miriam Adelson Trust that are exercisable.

² Based upon a total of 759,152,398 shares of Common Stock outstanding on November 15, 2023 as provided by the Issuer plus options to purchase 694,738 shares of Common Stock held by The Miriam Adelson Trust.

Explanatory Note

This Amendment No. 11 to the Schedule 13D filed on November 24, 2008, as previously amended, is being filed to report (a) the execution of an underwriting agreement, dated November 28, 2023, by and among Las Vegas Sands Corp., Dr. Miriam Adelson, The Miriam Adelson Trust and the underwriter parties thereto, relating to an underwritten secondary public offering for the sale of an aggregate of 46,264,168 shares of common stock of Las Vegas Sands Corp. by Dr. Adelson and The Miriam Adelson Trust, and (b) changes in the beneficial ownership reported by certain of the Reporting Persons due to (i) grants and/or vesting of equity awards to certain of the Reporting Persons under the Issuer’s equity plan and (ii) the transfers of shares of Common Stock held by Dr. Adelson or trusts for the benefit of members of the Adelson family to other trusts for the benefit of members of the Adelson family.

This Amendment No. 11 (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 17, 2015, Amendment No. 7 thereto filed on February 13, 2019, Amendment No. 8 filed thereto on February 26, 2021, Amendment No. 9 filed thereto on June 9, 2021, and Amendment No. 10 filed thereto on March 17, 2022 (such Schedule 13D, as amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7, No. 8, No. 9, and No. 10 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 5420 S. Durango Dr., Las Vegas, Nevada 89113. 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”), the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust (the “Friends and Family Trust”) and The Miriam Adelson Trust (the “Adelson Trust” and, together with Dr. Adelson, Mr. Chafetz, the Remainder Trust, and the Friends and Family Trust, the “Reporting Persons”), constitute a “group,” which, as of the date hereof, collectively beneficially owns approximately 433,144,273 shares of Common Stock, or 57.0%, of the Issuer’s 759,152,398 shares of Common Stock issued and outstanding as of November 15, 2023 (the “Outstanding Common Stock”) for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), plus options to purchase 694,738 shares of Common Stock held by the Adelson Trust.

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. 10 to this Schedule 13D, there have been changes in beneficial ownership of shares of Common Stock by the individual Reporting Persons due to (a) grants and/or vesting of equity awards to certain of the Reporting Persons under the Issuer’s equity plan and (b) the transfers of shares of Common Stock held by Dr. Adelson or trusts for the benefit of members of the Adelson family to other trusts for the benefit of members of the Adelson family or members of the Adelson family. These changes resulted in the aggregate an increase of 89,105 shares of Common Stock beneficially owned by the Reporting Persons as a group.

Item 4 of the Schedule 13D is hereby amended by adding the text below to the end of Item 4 of the Schedule 13D.

On November 28, 2023, in connection with a registered secondary public offering (the “Offering”) of Common Stock, Dr. Adelson and the Adelson Trust (together, the “Selling Stockholders”), the Issuer and the underwriters party thereto (the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, an aggregate of 46,264,168 shares of Common Stock, with 34,010,540 shares to be sold by the Adelson Trust and 12,253,628 shares to be sold by Dr. Adelson, at a price of $43.23 per share (reflecting the public offering price of $44.00 per share, less the underwriting discount of $0.77 per share). The Offering is expected to close on or around December 1, 2023, subject to customary closing conditions. The Selling Stockholders intend to use the net proceeds from the Offering, along with additional cash on hand, to fund the purchase of a majority interest in a professional sports franchise pursuant to a binding purchase agreement, subject to customary league approvals.

In connection with the Offering, the Selling Stockholders entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they agreed with the representatives of the Underwriters, subject to certain exceptions, not to, and shall not cause or direct any of their affiliates to, among other things, offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or enter into any hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, for a period ending 365 days after the date of the final prospectus relating to the Offering, except with the prior written consent of the representatives of the Underwriters.

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 433,144,273 shares of Common Stock, or 57.0% of the Outstanding Common Stock.

(b)

Dr. Adelson beneficially owns an aggregate of 393,188,851 shares of Common Stock (approximately 51.7% of the Outstanding Common Stock). Of these shares, (i) 53,387,792 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, (iv) 34,010,540 shares are held by the Adelson Trust, (v) 694,738 shares are issuable upon the exercise of options held by the Adelson Trust that are exercisable currently and (vi) 129,657,944 shares are held by various entities as described below.

Dr. Adelson has sole voting control over 108,218,001 shares of Common Stock, of which (i) 53,387,792 shares are owned directly by Dr. Adelson, (ii) 34,010,540 shares are held by the Adelson Trust, (iii) 694,738 shares are issuable upon the exercise of options held by the Adelson Trust that are exercisable currently, and (iv) 20,124,931 shares are held by various entities as described below. Dr. Adelson has shared voting control over 2,208,548 shares of Common Stock.

Dr. Adelson has sole dispositive power over 167,270,501 shares of Common Stock, of which (i) 53,387,792 shares are owned directly by Dr. Adelson, (ii) 34,010,540 shares are held by the Adelson Trust, (iii) 694,738 shares are issuable upon the exercise of options held by the Adelson Trust that are exercisable currently, and (iv) 79,177,431 shares are held by various entities as described below. Dr. Adelson has shared dispositive control over 225,918,350 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.

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 324,926,272 shares of Common Stock (approximately 42.8% of the Outstanding Common Stock). Of these shares, (i) 89,105 shares are owned directly by Mr. Chafetz and (ii) 324,837,167 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 322,717,724 shares of Common Stock, of which (i) 89,105 shares are owned directly by Mr. Chafetz and (ii) 322,628,619 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 38,605,422 shares of Common Stock, of which (i) 89,105 shares are owned directly by Mr. Chafetz and (iii) 38,516,317 shares are held by various entities as described below. Mr. Chafetz has shared dispositive control over 227,268,350 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) 51,830,513 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 11.6% 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 11.6% 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 is the sole trustee of the Adelson Trust. The Adelson Trust directly owns 34,010,540 shares of Common Stock and 694,738 shares of Common Stock issuable upon the exercise of options held by the Adelson Trust that are exercisable currently (approximately 4.6% of the Outstanding Common Stock).

Dr. Adelson and Mr. Chafetz are co-trustees of several trusts for the benefit of members of the Adelson family. These trusts directly own 284,970,850 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 282,762,302 shares of Common Stock owned by these trusts. Dr. Adelson and Mr. Chafetz may be deemed to share dispositive control over the shares of Common Stock owned by these trusts. Notwithstanding the foregoing, in connection with the Lock-Up Agreements, on November 25, 2023, Dr. Adelson delegated dispositive control over 220,773,935 of such shares to Mr. Chafetz, as trustee, until December 31, 2024. Such delegations may be revoked by Dr. Adelson at any time in her sole discretion.

Mr. Chafetz is trustee of several trusts for the benefit of members of the Adelson family. These trusts directly own 38,516,317 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 41,568,761 shares of Common Stock.

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.

(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.

(e)

As of August 30, 2022, the Adelson Trust ceased to be the beneficial owner of more than five percent of the Outstanding Common Stock.

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

The documents filed as exhibits in the Schedule 13D are hereby incorporated by reference herein.

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:  November 30, 2023

[Signature page to Amendment No.11 to Schedule 13D]