SEC Form 4 · accession 0000899243-17-024032
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
Oct 6, 2017
Accepted (ET)
Oct 11, 2017 · 5:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000858339
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Oct 6, 2017 | A | 295,724 | $0.00 | A | 668,452 | D | |
| Common StockF4 | Oct 6, 2017 | A | 1,289,063 | $0.00 | A | 1,957,515 | D | |
| Common StockF1,F5,F6 | Oct 6, 2017 | A | 147,862 | $0.00 | A | 385,070 | D | |
| Common StockF7 | holding | — | — | — | 1,900 | I | by daughter |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of Class A common stock, par value $0.001 per share ("CAC Common Stock"), of the corporation then known as Caesars Acquisition Company ("CAC") were converted into shares of common stock, par value $0.01 per share, of the Issuer ("CEC Common Stock") pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, between the Issuer and CAC, as amended by the First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of February 20, 2017 (as amended, the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of CAC Common Stock was exchanged for 1.625 shares of CEC Common Stock.
- F2The reporting person held 181,984 shares of CAC Common Stock in Restricted Stock prior to the conversion pursuant to the Merger Agreement.
- F3Includes shares of CEC Common Stock beneficially owned and unvested Restricted Stock Units previously granted and reported.
- F4Represents the grant of Restricted Stock Units, each of which represent the contingent right to receive one share of CEC Common Stock.
- F5The reporting person held 90,992 shares of CAC Common Stock in Restricted Stock in a trust prior to the conversion pursuant to the Merger Agreement.
- F6Represents shares held in a trust.
- F7The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.