Caesars Entertainment Corporation
CAESARS ENTERTAINMENT Corp (Form: 4, Received: 03/17/2017 21:26:34)
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
                                                                                  
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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 *

FRISSORA MARK P
2. Issuer Name and Ticker or Trading Symbol

CAESARS ENTERTAINMENT Corp [ CZR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O CAESARS ENTERTAINMENT CORPORATION, ONE CAESARS PALACE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2016
(Street)

LAS VEGAS, NV 89109
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   3/23/2016     A      100000   (1)        (2) 2/5/2025   Common Stock   100000.0   $0   100000   D    
Employee stock option (right to buy)   $11.51   2/8/2017     A      100000   (3)        (4) 2/5/2025   Common Stock   100000.0   $0   100000   D    
Employee stock option (right to buy)   $11.51   3/15/2017     D         200000      (2) (4) 2/5/2025   Common Stock   200000.0     (5) 0   D    
Employee stock option (right to buy)   $9.45   3/15/2017     A      200000         (2) (4) 2/5/2025   Common Stock   200000.0     (5) 200000   D    
Employee stock option (right to buy)   $11.51   3/15/2017     D         200000      (6) 2/5/2025   Common Stock   200000.0     (5) 0   D    
Employee stock option (right to buy)   $9.45   3/15/2017     A      200000         (6) 2/5/2025   Common Stock   200000.0     (5) 200000   D    
Employee stock option (right to buy)   $11.51   3/15/2017     D         400000      (7) 2/5/2025   Common Stock   400000.0     (5) 0   D    
Employee stock option (right to buy)   $9.45   3/15/2017     A      400000         (7) 2/5/2025   Common Stock   400000.0     (5) 400000   D    

Explanation of Responses:
( 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.

Reporting Owners
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

Signatures
/s/ Jill Eaton, by Power of Attorney, on behalf of Mark P. Frissora 3/17/2017
** Signature of Reporting Person Date


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