|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) | ||
| 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee stock option (right to buy) | $ 11.51 | 03/23/2016 | A | 100,000 (1) | (2) | 02/05/2025 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Employee stock option (right to buy) | $ 11.51 | 02/08/2017 | A | 100,000 (3) | (4) | 02/05/2025 | Common Stock | 100,000 | $ 0 | 100,000 | D | ||||
| Employee stock option (right to buy) | $ 11.51 | 03/15/2017 | D | 200,000 | (2)(4) | 02/05/2025 | Common Stock | 200,000 | (5) | 0 | D | ||||
| Employee stock option (right to buy) | $ 9.45 | 03/15/2017 | A | 200,000 | (2)(4) | 02/05/2025 | Common Stock | 200,000 | (5) | 200,000 | D | ||||
| Employee stock option (right to buy) | $ 11.51 | 03/15/2017 | D | 200,000 | (6) | 02/05/2025 | Common Stock | 200,000 | (5) | 0 | D | ||||
| Employee stock option (right to buy) | $ 9.45 | 03/15/2017 | A | 200,000 | (6) | 02/05/2025 | Common Stock | 200,000 | (5) | 200,000 | D | ||||
| Employee stock option (right to buy) | $ 11.51 | 03/15/2017 | D | 400,000 | (7) | 02/05/2025 | Common Stock | 400,000 | (5) | 0 | D | ||||
| Employee stock option (right to buy) | $ 9.45 | 03/15/2017 | A | 400,000 | (7) | 02/05/2025 | Common Stock | 400,000 | (5) | 400,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FRISSORA MARK P C/O CAESARS ENTERTAINMENT CORPORATION ONE CAESARS PALACE DRIVE LAS VEGAS, NV 89109 |
X | President and CEO | ||
| /s/ Jill Eaton, by Power of Attorney, on behalf of Mark P. Frissora | 03/17/2017 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents 50,000 shares vested March 23, 2016 applicable to EBITDA 5% performance target and 50,000 shares vested March 23, 2016 applicable to EBITDA 7.5% performance target. |
| (2) | On February 5, 2015, the reporting person was awarded performance-based options to purchase 200,000 shares of common stock at a 5% EBITDA performance target and 200,000 shares of common stock at a 7.5% EDITDA performance target. Each option vests in four equal installments based on the Registrant's satisfaction of the performance criteria for each of the fiscal years ending December 31, 2015, 2016, 2017, and 2018. The performance criteria in 2015 for both targets were met, resulting in vesting of a total of 100,000 shares. |
| (3) | Represents 50,000 shares vested February 8, 2017 applicable to EBITDA 5% performance target and 50,000 shares vested February 8, 2017 applicable to EBITDA 7.5% performance target. |
| (4) | On February 5, 2015, the reporting person was awarded performance-based options to purchase 200,000 shares of common stock at a 5% EBITDA performance target and 200,000 shares of common stock at a 7.5% EDITDA performance target. Each option vests in four equal installments based on the Registrant's satisfaction of the performance criteria for each of the fiscal years ending December 31, 2015, 2016, 2017, and 2018. The performance criteria in 2016 for both targets were met, resulting in vesting of a total of 100,000 shares. |
| (5) | Reflects new pricing of options; vesting schedules and expiration dates remain the same. |
| (6) | The option to purchase shares, originally awarded on 2/5/2015, becomes vested and becomes exercisable, if at all, on the date that is six months immediately following the end of the 30 consecutive trading day period in which the volume weighted average price of one share of Caesars Entertainment Corporation common stock is equal to or greater than $15.00. |
| (7) | Options to purchase shares, originally awarded on 2/5/2015, vest in equal annual installments of 25% on each of February 5, 2016, 2017, 2018, with the remaining 25% scheduled to vest on February 4, 2019. |