Caesars Entertainment Corporation
CAESARS ENTERTAINMENT Corp (Form: 3, Received: 03/17/2017 21:23:23)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stuart Christian D

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/17/2017 

3. Issuer Name and Ticker or Trading Symbol

CAESARS ENTERTAINMENT Corp [CZR]

(Last)        (First)        (Middle)

ONE CAESARS PALACE DRIVE

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP Gaming & Interactive Ent. /

(Street)

LAS VEGAS, NV 89109       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   4054   (1) D    
Common Stock   47399   (2) D    
Common Stock   22160   (3) D    
Common Stock   37476   (4) D    
Common Stock   13426   (5) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy)     (6) 8/21/2022   Common Stock   4049.0   (6) $8.22   D    
Employee stock option (right to buy)     (7) 8/21/2022   Common Stock   462.0   (7) $8.22   D    
Employee stock option (right to buy)     (7) 2/21/2023   Common Stock   287.0   (7) $9.45   D    
Employee stock option (right to buy)     (8) 5/29/2025   Common Stock   2523.0   (8) $9.36   D    
Employee stock option (right to buy)     (10) 2/21/2023   Common Stock   1718.0   (10) $9.45   D    
Employee stock option (right to buy)     (11) 12/18/2023   Common Stock   287.0   (11) $9.45   D    
Employee stock option (right to buy)     (9) 5/7/2024   Common Stock   5617.0   (9) $9.45   D    
Employee stock option (right to buy)     (11) 12/18/2023   Common Stock   462.0   (11) $8.22   D    
Employee stock option (right to buy)     (12) 6/28/2023   Common Stock   1875.0   (12) $9.45   D    

Explanation of Responses:
( 1)  RSUs granted 5/7/2014; 50% are vested and remaining 50% will vest in equal installments on each of 5/7/2017 and 5/7/2018.
( 2)  Represents common stock owned from open market purchases and vested RSUs.
( 3)  RSUs granted 3/23/2016 and will vest in three equal installments on each of 3/23/2017, 3/23/2018, and 3/23/2019.
( 4)  RSUs granted 7/5/2016 and 100% vest on 1/5/2018.
( 5)  RSUs granted 5/29/2015; 50% are vested and remaining 50% will vest in equal installments on each of 3/1/2018 and 3/1/2019.
( 6)  Options to purchase shares awarded 8/21/2012; 100% vested.
( 7)  The option becomes vested and becomes exercisable, if at all, immediately following the end of the 30 consecutive trading day period in which the trailing average price of one share of Caesars Entertainment Corporation common stock is equal to or greater than $35.00.
( 8)  Options to purchase shares awarded 5/29/2015; 50% vested and remaining 50% vest in two equal installments on each of 3/1/2018 and 3/1/2019.
( 9)  Options to purchase shares awarded 5/07/2014; 50% vested and remaining 50% vest in two equal installments on each of 5/7/2017 and 5/7/2018.
( 10)  Options to purchase shares awarded 2/21/2013; 100% vested.
( 11)  Options to purchase shares awarded 12/18/2013; 100% vested.
( 12)  Options to purchase shares awarded 6/28/2013; 100% vested.

Remarks:
Mr. Stuart's title is pending all required regulatory approvals.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stuart Christian D
ONE CAESARS PALACE DRIVE
LAS VEGAS, NV 89109


EVP Gaming & Interactive Ent.

Signatures
/s/ Jill Eaton, by Power of Attorney, on behalf of Christian D. Stuart 3/17/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
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LIMITED POWER OF ATTORNEY

The undersigned director, officer, or ten percent stockholder of Caesars Entertainment Corporation,a Delaware corporation (the Company), hereby constitutes and appoints Scott Wiegand, Renee Becker, or Jill Eaton full power to act as his/her true and lawful attorney-in-fact and agent for him/her and in his/her name, place and stead, in any and all capacities related to the execution of all documents required by the Securities and Exchange Commission for timely reporting of transactions in Company securities pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be performed in connection with such matters as fully to all intents and purposes as the undersigned officer might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 10 day of March, 2017.

/s/ Christian D. Stuart
Name:  Christian Stuart
Title: Executive Vice President
of Gaming & Interactive Entertainment