Edgar Filing: Adelson Sheldon G

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Adelson Sheldon G

2. Issuer Name and Ticker or Trading Symbol
LAS VEGAS SANDS CORP [LVS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman/Board,CEO & Treasurer

(Last)

(First)

(Middle)

3355 LAS VEGAS BOULEVARD SOUTH

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2011

(Street)

LAS VEGAS, NV 89109

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Series A Cumulative Perpetual Preferred Stock	11/15/2011		D⁽¹⁾		5,250,000	D	⁽¹⁾	0	I	By spouse. See footnote (1).
Common Stock	02/21/2011		G⁽²⁾	V	403,070	D	$ 0	11,068,351	I	By the Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust.
Common Stock	02/21/2011		G⁽²⁾	V	403,070	A	$ 0	1,225,054	D
Common Stock	02/21/2011		G⁽³⁾	V	5,534,176	D	$ 0	5,534,176	I	By the Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust.
Common Stock	02/21/2011		G⁽³⁾	V	5,534,176	A	$ 0	12,747,451	I	By spouse.
Common Stock	02/21/2011		G⁽⁴⁾	V	5,534,175	D	$ 0	0	I	By the Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust.
Common Stock	02/21/2011		G⁽⁴⁾	V	5,534,175	A	$ 0	12,747,450	I	By spouse.
Common Stock	03/31/2011		G⁽⁵⁾	V	3,363,636	D	$ 0	0	I	By spouse.
Common Stock	03/31/2011		G⁽⁵⁾	V	3,363,636	A	$ 0	4,586,727	D
Common Stock	03/31/2011		G⁽⁶⁾	V	5,623,125	D	$ 0	0	I	By the Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005.
Common Stock	03/31/2011		G⁽⁶⁾	V	5,623,125	A	$ 0	10,209,852	D
Common Stock	03/31/2011		G⁽⁷⁾	V	10,209,752	D	$ 0	100	D
Common Stock	03/31/2011		G⁽⁷⁾	V	10,209,752	A	$ 0	10,209,752	I	By the Sheldon G. Adelson March 2011 Two Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽⁸⁾	V	2,548,574	D	$ 0	42,373,838	I	By the Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽⁸⁾	V	2,548,574	A	$ 0	2,548,674	D
Common Stock	04/15/2011		G⁽⁹⁾	V	467,378	D	$ 0	22,869,067	I	By the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽⁹⁾	V	467,378	A	$ 0	3,016,052	D
Common Stock	04/15/2011		G⁽¹⁰⁾	V	4,740,916	D	$ 0	23,806,069	I	By the Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽¹⁰⁾	V	4,740,916	A	$ 0	7,756,968	D
Common Stock	04/15/2011		G⁽¹¹⁾	V	2,917,154	D	$ 0	26,188,785	I	By the Sheldon G. Adelson October 2009 Three Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽¹¹⁾	V	2,917,154	A	$ 0	10,674,122	D
Common Stock	04/15/2011		G⁽¹²⁾	V	3,487,570	D	$ 0	23,518,397	I	By the Sheldon G. Adelson June 29 2010 Two Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽¹²⁾	V	3,487,570	A	$ 0	14,161,692	D
Common Stock	04/15/2011		G⁽¹³⁾	V	3,977,752	D	$ 0	28,022,248	I	By the Sheldon G. Adelson June 30 2010 Two Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽¹³⁾	V	3,977,752	A	$ 0	18,139,444	D
Common Stock	04/15/2011		G⁽¹⁴⁾	V	2,417,344	D	$ 0	22,582,656	I	By the Sheldon G. Adelson September 28 2010 Two Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽¹⁴⁾	V	2,417,344	A	$ 0	20,556,788	D
Common Stock	04/15/2011		G⁽¹⁵⁾	V	2,418,573	D	$ 0	22,581,427	I	By the Sheldon G. Adelson September 29 2010 Two Year LVS Annuity Trust.
Common Stock	04/15/2011		G⁽¹⁵⁾	V	2,418,573	A	$ 0	22,975,361	D
Common Stock	04/15/2011		G⁽¹⁶⁾	V	22,975,261	D	$ 0	100	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Adelson Sheldon G 3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NV 89109	X	X	Chairman/Board,CEO & Treasurer

Signatures

/s/ Sheldon G. Adelson		11/17/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In accordance with the terms of its 10% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock"), Las Vegas Sands Corp. has redeemed all outstanding Preferred Stock at a price of $110 per share plus accrued dividends.
(2)	The shares were distributed by the Sheldon G. Adelson February 2009 Two Year LVS Annuity Trust to Mr. Adelson.
(3)	The shares were gifted to the General Trust under the Sheldon G. Adelson 2007 Remainder Trust u/d/t dated May 1, 2007. Dr. Miriam Adelson, Mr. Adelson's spouse, Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.
(4)	The shares were gifted to the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust u/d/t dated May 1, 2007. Dr. Adelson, Timothy D. Stein and Irwin Chafetz serve as the trustees of the trust. Dr. Adelson retains the sole power to direct the vote of these shares.
(5)	The shares were gifted by Dr. Adelson to Mr. Adelson.
(6)	The shares were distributed by the Sheldon G. Adelson 2005 Family Trust u/d/t dated April 25, 2005 to Mr. Adelson.
(7)	The shares were gifted by Mr. Adelson to the Sheldon G. Adelson March 2011 Two Year LVS Annuity Trust.
(8)	The shares were distributed by the Sheldon G. Adelson December 2008 Three Year LVS Annuity Trust to Mr. Adelson.
(9)	The shares were distributed by the Sheldon G. Adelson February 2009 Three Year LVS Annuity Trust to Mr. Adelson.
(10)	The shares were distributed by the Sheldon G. Adelson October 2009 Two Year LVS Annuity Trust to Mr. Adelson.
(11)	The shares were distributed by the Sheldon G. Adelson October 2009 Three Year LVS Annuity Trust to Mr. Adelson.
(12)	The shares were distributed by the Sheldon G. Adelson June 29 2010 Two Year LVS Annuity Trust to Mr. Adelson.
(13)	The shares were distributed by the Sheldon G. Adelson June 30 2010 Two Year LVS Annuity Trust to Mr. Adelson.
(14)	The shares were distributed by the Sheldon G. Adelson September 28 2010 Two Year LVS Annuity Trust to Mr. Adelson.
(15)	The shares were distributed by the Sheldon G. Adelson September 29 2010 Two Year LVS Annuity Trust to Mr. Adelson.
(16)	The shares were gifted by Mr. Adelson to Dr. Adelson.
Remarks: This is part one of a two part filing. The purpose of this filing is to report the reporting person's change in ownership interest due to the redemption of the Preferred Stock by the Company on November 15, 2011; however, the reporting person has also voluntarily disclosed all 2011 common stock transfers through the date of this report that would be otherwise reportable on Form 5.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.