Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
|
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., 5420 S. Durango Dr. Las Vegas, NV, 89113 (702) 923-9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 (“Act”) 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).
SCHEDULE 13D
|
| CUSIP No. | 517834107 |
| 1 |
Name of reporting person
MIRIAM ADELSON | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
343,837,742.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 517834107 |
| 1 |
Name of reporting person
IRWIN CHAFETZ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
< div class="text"> UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
362,503,231.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
52.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 517834107 |
| 1 |
Name of reporting person
THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
87,718,919.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 517834107 |
| 1 |
Name of reporting person
THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS AND FAMILY TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
87,718,918.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.001 Per Share | |
| (b) | Name of Issuer:
LAS VEGAS SANDS CORP. | |
| (c) | Address of Issuer's Principal Executive Offices:
5420 S. DURANGO DRIVE, Las Vegas,
NEVADA
, 89113. | |
Item 1 Comment:
Explanatory Note This Amendment No. 13 (the "Amendment") to the Schedule 13D filed on November 24, 2008, as previously amended (the "Schedule 13D"), is being filed to reflect passive increases in the percentages of outstanding Common Stock of the Issuer beneficially owned by the Reporting Persons (as defined below) solely due to the Issuer's repurchases of Common Stock and, with respect to Irwin Chafetz, the vesting of certain equity awards. 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 Dr. Adelson, Mr. Chafetz, and the Remainder Trust, the "Reporting Persons"), constitute a "group," which, as of the date hereof, collectively beneficially owns approximately 386,832,034 shares of Common Stock, or 56.3%, of the Issuer's 686,453,606 shares of Common Stock issued and outstanding as of May 27, 2025 (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 639,569 shares of Common Stock held by The Miriam Adelson Trust. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by adding the text below to the end of Item 4 of the Schedule 13D. The Issuer has historically maintained a share repurchase program for the repurchase of shares of its Common Stock from time to time. As a result of repurchases under this program, the number of shares of outstanding Common Stock has decreased, and consequently, the percentages of shares of Common Stock beneficially owned by the Reporting Persons have passively increased. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows: The responses of the Reporting Persons to Rows (11) and (13) of the cover page of this Amendment are incorporated herein by reference. 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 386,832,034 shares of Common Stock, or 56.3% of the Outstanding Common Stock. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows: Dr. Adelson beneficially owns an aggregate of 343,837,742 shares of Common Stock (approximately 50.0% of the Outstanding Common Stock). Of these shares, (i) 87,718,919 shares are held by the Remainder Trust, (ii) 87,718,918 shares are held by the Friends and Family Trust, (iii) 639,569 shares are issuable upon the exercise of options held by The Miriam Adelson Trust that are exercisable currently and (iv) 167,760,336 shares are held by various entities as described below. Dr. Adelson has sole voting control over 24,328,803 shares of Common Stock, of which (i) 639,569 shares are issuable upon the exercise of options held by The Miriam Adelson Trust that are exercisable currently and (ii) 23,689,234 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 105,352,682 shares of Common Stock, of which (i) 639,569 shares are issuable upon the exercise of options held by The Miriam Adelson Trust that are exercisable currently and (ii) 104,713,113 shares are held by various entities as described below. Dr. Adelson has shared dispositive control over 238,485,060 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) 63,047,223 shares are held by various entities as described below. Mr. Chafetz is deemed to beneficially own an aggregate of 362,503,231 shares of Common Stock (approximately 52.8% of the Outstanding Common Stock). Of these shares, (i) 96,203 shares are owned directly by Mr. Chafetz and (ii) 362,407,028 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 360,294,683 shares of Common Stock, of which (i) 96,203 shares are owned directly by Mr. Chafetz and (ii) 360,198,480 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 41,644,292 shares of Common Stock, of which (i) 96,203 shares are owned directly by Mr. Chafetz and (ii) 41,548,089 shares are held by various entities as described below. Mr. Chafetz has
shared dispositive control over 239,835,060 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) 64,397,223 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 12.8% 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 12.8% 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 319,508,939 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 317,300,391 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. Mr. Chafetz is trustee of several trusts for the benefit of members of the Adelson family. These trusts directly own 41,548,089 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 14,119,933 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) | Item 5(c) of the Schedule 13D is hereby amended and restated as follows: There have been no transactions by the Reporting Persons in shares of Common Stock during the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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