SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Billhimer Joseph L. Jr. (Last) (First) (Middle) C/O ELDORADO RESORTS, INC. 100 WEST LIBERTY STREET, 11TH FLOOR (Street) RENO NV 89501 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Eldorado Resorts, Inc. [ ERI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) COO & Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 09/19/2014
	4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.00001	09/19/2014		A		48,208(1)(2)	A	(1)(2)	48,208	D

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 Securities Underlying Derivative Security (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: 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
Nonqualified Stock Options (2010 Long Term Incentive Plan)	$3.94	09/19/2014		A		29,600		09/19/2014	01/25/2023	Common Stock	29,600	(3)	29,600	D
Nonqualified Stock Options (2010 Long Term Incentive Plan)	$2.44	09/19/2014		A		56,800		09/19/2014	01/27/2022	Common Stock	56,800	(4)	56,800	D
Nonqualified Stock Options (2010 Long Term Incentive Plan)	$2.78	09/19/2014		A		46,500		09/19/2014	05/04/2021	Common Stock	46,500	(5)	46,500	D

Explanation of Responses:

1. 48,208 shares of the issuer's Common Stock were received by the reporting person in exchange for: i) 8,062 shares of MTR Gaming Group, Inc. ("MTR") common stock as consideration for the merger of Ridgeline Acquisition Corp., a wholly owned subsidiary of the issuer,

2. with and into MTR (the "Merger") (an additional 2,623 shares of MTR common stock were converted into cash as consideration for the Merger) and ii) 40,146 Restricted Stock Units ("RSUs") granted to the reporting person pursuant to the MTR Gaming Group, Inc. 2010 Long Term Incentive Plan ("MTR Plan"), which, automatically upon the consummation of the Merger, became fully vested (because the Merger constituted a change of control of MTR thereunder) and were settled into the issuer's common stock in accordance with the terms of the MTR Plan (the 40,146 RSUs were what remained after 18,454 RSUs of the total 58,600 RSUs granted to the reporting person were settled, in accordance with the terms of the MTR Plan, into a cash payment equal to the tax withholding incurred in connection with the exercise of the RSUs).

3. The nonqualified stock options were originally granted on January 27, 2013 pursuant to the MTR Plan. The nonqualified stock options became fully vested upon the consummation of the Merger (because the Merger constituted a change of control of MTR under the MTR Plan) and were replaced with nonqualified stock options to purchase the issuer's Common Stock on the same terms. Upon the consummation of the Merger, the MTR Plan was assumed by the issuer.

4. The nonqualified stock options were originally granted on January 27, 2012 pursuant to the MTR Plan. The nonqualified stock options became fully vested upon the consummation of the Merger (because the Merger constituted a change of control of MTR under the MTR Plan) and were replaced with nonqualified stock options to purchase the issuer's Common Stock on the same terms. Upon the consummation of the Merger, the MTR Plan was assumed by the issuer.

5. The nonqualified stock options were originally granted on May 4, 2011 pursuant to the MTR Plan. The nonqualified stock options became fully vested upon the consummation of the Merger (because the Merger constituted a change of control of MTR under the MTR Plan) and were replaced with nonqualified stock options to purchase the issuer's Common Stock on the same terms. Upon the consummation of the Merger, the MTR Plan was assumed by the issuer.

	/s/ Anthony L. Carano, by power of Attorney	09/22/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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