SEC Form 4 · accession 0000858339-17-000099
CAESARS ENTERTAINMENT Corp · CZR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark P Frissora
Officer — President and CEO · Director
Period of report
Mar 23, 2016
Accepted (ET)
Mar 17, 2017 · 9:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000858339
Table I — non-derivative securities
No Table I lines on this filing.
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 | $11.51 | Mar 23, 2016 | A | 100,000 | A | — | Feb 5, 2025 | Common Stock | 100,000 | 100,000 | D |
| Employee stock option (right to buy)F3,F4 | $11.51 | Feb 8, 2017 | A | 100,000 | A | — | Feb 5, 2025 | Common Stock | 100,000 | 100,000 | D |
| Employee stock option (right to buy)F5,F2,F4 | $11.51 | Mar 15, 2017 | D | 200,000 | D | — | Feb 5, 2025 | Common Stock | 200,000 | 0 | D |
| Employee stock option (right to buy)F5,F2,F4 | $9.45 | Mar 15, 2017 | A | 200,000 | A | — | Feb 5, 2025 | Common Stock | 200,000 | 200,000 | D |
| Employee stock option (right to buy)F5,F6 | $11.51 | Mar 15, 2017 | D | 200,000 | D | — | Feb 5, 2025 | Common Stock | 200,000 | 0 | D |
| Employee stock option (right to buy)F5,F6 | $9.45 | Mar 15, 2017 | A | 200,000 | A | — | Feb 5, 2025 | Common Stock | 200,000 | 200,000 | D |
| Employee stock option (right to buy)F5,F7 | $11.51 | Mar 15, 2017 | D | 400,000 | D | — | Feb 5, 2025 | Common Stock | 400,000 | 0 | D |
| Employee stock option (right to buy)F5,F7 | $9.45 | Mar 15, 2017 | A | 400,000 | A | — | Feb 5, 2025 | Common Stock | 400,000 | 400,000 | D |
Explanation of responses
- F1Represents 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.
- F2On 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.
- F3Represents 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.
- F4On 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.
- F5Reflects new pricing of options; vesting schedules and expiration dates remain the same.
- F6The 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.
- F7Options 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.