SEC Form 4 · accession 0000899243-17-011774
Caesars Entertainment, Inc. · CZR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Edmund L Quatmann Jr.
Officer — See Remarks
Period of report
May 1, 2017
Accepted (ET)
May 3, 2017 · 9:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001590895
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 1, 2017 | A | 33,031 | — | A | 33,031 | D | |
| Common StockF4,F1,F2,F3 | May 1, 2017 | M | 4,285 | — | A | 37,316 | D | |
| Common StockF4,F1,F2,F3 | May 1, 2017 | M | 4,282 | — | A | 41,598 | D | |
| Common Stock | May 1, 2017 | F | 2,249 | $19.05 | D | 39,349 | D | |
| Common StockF5 | May 3, 2017 | M | 4,287 | — | A | 43,634 | D | |
| Common StockF5 | May 3, 2017 | M | 8,565 | — | A | 52,199 | D | |
| Common StockF5 | May 3, 2017 | M | 6,490 | — | A | 58,689 | D | |
| Common StockF5 | May 3, 2017 | M | 20,572 | — | A | 79,261 | D | |
| Common StockF5 | May 3, 2017 | M | 20,555 | — | A | 99,815 | D | |
| Common StockF5 | May 3, 2017 | M | 10,383 | — | A | 110,199 | D | |
| Common Stock | May 3, 2017 | F | 30,638 | $19.30 | D | 79,561 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1,F2,F3,F6 | $9.08 | May 1, 2017 | A | 46,402 | A | — | Apr 27, 2002 | Common Stock | 46,402 | 46,402 | D |
| Employee Stock Option (right to buy)F1,F2,F3,F7 | $8.96 | May 1, 2017 | A | 44,211 | A | — | Apr 25, 2023 | Common Stock | 44,211 | 44,211 | D |
| Employee Stock Option (right to buy)F1,F2,F3,F8 | $15.61 | May 1, 2017 | A | 20,784 | A | — | Apr 24, 2024 | Common Stock | 20,784 | 20,784 | D |
| Restricted Stock UnitsF1,F2,F3,F5,F9 | — | May 1, 2017 | A | 8,572 | A | — | — | Common Stock | 8,572 | 8,572 | D |
| Restricted Stock UnitsF1,F2,F3,F5,F10 | — | May 1, 2017 | A | 12,847 | A | — | — | Common Stock | 12,847 | 12,847 | D |
| Restricted Stock UnitsF1,F2,F3,F5,F11 | — | May 1, 2017 | A | 6,490 | A | — | — | Common Stock | 6,490 | 6,490 | D |
| Restricted Stock UnitsF1,F2,F3,F5,F12 | — | May 1, 2017 | A | 20,572 | A | — | — | Common Stock | 20,572 | 20,572 | D |
| Restricted Stock UnitsF1,F2,F3,F5,F13 | — | May 1, 2017 | A | 20,555 | A | — | — | Common Stock | 20,555 | 20,555 | D |
| Restricted Stock UnitsF1,F2,F3,F5,F14 | — | May 1, 2017 | A | 10,383 | A | — | — | Common Stock | 10,383 | 10,383 | D |
| Restricted Stock UnitsF1,F2,F3,F5,F15 | — | May 1, 2017 | M | 4,285 | D | — | — | Common Stock | 4,285 | 4,285 | D |
| Restricted Stock UnitsF1,F2,F3,F5,F16 | — | May 3, 2017 | M | 4,282 | D | — | — | Common Stock | 4,282 | 8,565 | D |
| Restricted Stock UnitsF5,F9 | — | May 3, 2017 | M | 4,287 | D | — | — | Common Stock | 4,287 | 0 | D |
| Restricted Stock UnitsF5,F10 | — | May 3, 2017 | M | 8,565 | D | — | — | Common Stock | 8,565 | 0 | D |
| Restricted Stock UnitsF5,F11 | — | May 3, 2017 | M | 6,490 | D | — | — | Common Stock | 6,490 | 0 | D |
| Restricted Stock UnitsF3,F12 | — | May 3, 2017 | M | 20,572 | D | — | — | Common Stock | 20,572 | 0 | D |
| Restricted Stock UnitsF5,F13 | — | May 3, 2017 | M | 20,555 | D | — | — | Common Stock | 20,555 | 0 | D |
| Restricted Stock UnitsF5,F14 | — | May 3, 2017 | M | 10,383 | D | — | — | Common Stock | 10,383 | 0 | D |
Explanation of responses
- F1On May 1, 2017, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, among Eldorado Resorts, Inc. ("ERI"), Isle of Capri Casinos, Inc. ("Isle"), Eagle I Acquisition Corp. ("Merger Sub A") and Isle of Capri Casinos LLC (f/k/a Eagle II Acquisition Company LLC) ("Merger Sub B"), Merger Sub A merged with and into Isle (the "First Step Merger"), and immediately following the First Step Merger, Isle merged with and into Merger Sub B. At the effective time of the First Step Merger (the "Effective Time"), each outstanding share of Isle common stock was converted into the right to receive, at the election of the holder and subject to the proration and reallocation provisions of the Merger Agreement, either 1.638 shares of ERI common stock (with cash paid in lieu of fractional shares) or $23.00 in cash.
- F10Isle RSUs were initially granted April 25, 2016 and vest ratably over three years beginning April 25, 2017. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.
- F11Isle RSUs were initially granted April 24, 2017 and vest ratably over three years beginning on April 24, 2018. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.
- F12Isle RSUs were initially granted as performance stock units on April 27, 2015, but converted to time-based awards as of the Effective Time and vest on April 29, 2018. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.
- F13Isle RSUs were initially granted as performance stock units on April 25, 2016, but converted to time-based awards as of the Effective Time and vest on April 28, 2019. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.
- F14Isle RSUs were initially granted as performance stock units on April 24, 2017, but converted to time-based awards as of the Effective Time and vest on April 24, 2020. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.
- F15Vested Isle RSUs initially granted on April 27, 2015.
- F16Vested Isle RSUs initially granted on April 25, 2016.
- F2(Continued from footnote 1) (Continued from footnote 1) In connection with the Merger Agreement, the reporting person received the shares of ERI common stock reported above and $426,949.00 in cash in exchange for 38,729 shares of Isle common stock. On May 1, 2017, the closing price of ERI's common stock was $19.15 per share. In addition, at the Effective Time, (i) each outstanding option to acquire shares of Isle common stock, whether vested or unvested, was converted into an option or right to purchase shares a number of shares of ERI common stock equal to the number of shares of Isle common stock subject to such option multiplied by 1.638, at an exercise price equal to the exercise price of such option divided by 1.638, and otherwise on the same terms and conditions as were applicable to such option immediately prior to the Effective Time,
- F3(Continued from footnote 2) (ii) each outstanding Isle performance stock unit was converted into a time-based restricted stock unit in respect of shares of ERI common stock at the target level of performance, in an amount equal to the number of shares of Isle common stock subject to such performance stock unit multiplied by 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share) and vesting at the end of the original performance period (subject to the participant's continued employment through such date), and (iii) each outstanding Isle restricted stock unit ("Isle RSUs"), was converted into a restricted stock unit in respect of shares of ERI common stock, in an amount equal to 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share) on the same terms and conditions as were applicable to such performance stock unit immediately prior to the Effective Time.
- F4Represents shares of ERI common stock into which Isle RSUs that had vested at the Effective Time were converted at the Effective Time.
- F5Restricted stock units convert into common stock on a one-for-one basis.
- F6Stock options to purchase shares of Isle common stock were initially granted April 27, 2015 and vest ratably over five years beginning April 27, 2016.
- F7Stock options to purchase shares of Isle common stock were initially granted April 25, 2016 and vest ratably over five years beginning April 25, 2017.
- F8Stock options to purchase shares of Isle common stock were initially granted on April 24, 2017 and vest ratably over five years beginning on April 24, 2018.
- F9Isle RSUs were initially granted April 27, 2015 and vest ratably over three years beginning April 27, 2016. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.
Remarks
Executive Vice President, Chief Legal Officer and Secretary