On June 9, 2017, the Board of Directors of Scientific Games
Corporation (the Corporation) amended the Amended and Restated
Bylaws of the Corporation (the Bylaws) to among other things, (i)
add new Section 8.05 to provide that: (A) effective immediately
upon transmittal by the Corporation of a notice (a Redemption
Notice) to paragraph (A)(2) of Article Tenth of the Restated
Certificate of Incorporation of the Corporation (the Certificate
of Incorporation) to a Disqualified Holder (as defined in
paragraph (J)(2) of Article Tenth of the Certificate of
Incorporation), the securities specified in such Redemption
Notice shall become Invalid Securities; (B) no Disqualified
Holder or Purported Transferee (as defined below) may transfer,
directly or indirectly, any Invalid Securities and any purported
transfer of Invalid Securities (any such purported transfer, a
Prohibited Transfer) will be void; (C) the purported transferee
of a Prohibited Transfer (the Purported Transferee) shall not be
recognized as a securityholder of the Corporation for any purpose
whatsoever in respect of the Invalid Securities and the Purported
Transferee shall not be entitled with respect to such Invalid
Securities to any rights of the applicable class of
securityholders of the Corporation, including, without
limitation, any right to vote such Invalid Securities or to
receive dividends or distributions in respect thereof; and (D)
Invalid Securities held by a Purported Transferee shall be
subject to the same Redemption Notice that was transmitted to the
Disqualified Holder that purported to transfer the Invalid
Securities to the Purported Transferee and (ii) add new Section
8.06 to provide that the Corporation will conduct a suitability
analysis of each stockholder of the Corporation who, together
with all affiliates or associates of such stockholder,
beneficially owns, directly or indirectly, five percent or more
of any class of capital stock of the Corporation, and that the
Corporation intends to require all relevant information
pertaining to suitability and/or qualifications, as those terms
are commonly understood in gaming laws applicable to the
Corporation, from any such stockholder in connection therewith.

A copy of the amendment to the Amended and Restated Bylaws of the
Corporation is attached hereto as Exhibit 3.1 and is incorporated
herein by reference. The foregoing description of the amendments
to the Bylaws is qualified entirely by reference to such
attachment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits