SEC Form 4 · accession 0001567619-19-006699

CAESARS ENTERTAINMENT Corp · CZR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On March 10, 2019, certain of the reporting persons entered into forward contracts (the "Forwards") with a securities dealer (the "Seller") providing for the purchase by such reporting persons from the Seller of an aggregate of 15,000,000 shares of common stock, par value $0.01 per share, of Caesars Entertainment Corporation (the "Issuer"), at a forward price of $8.45 per share. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. The Forwards provide for physical settlement, with the reporting persons retaining the right to elect cash settlement. The Forwards do not give any reporting Persons direct or indirect voting, investment or dispositive control over the shares to which such contracts relate.
• F2The Forwards expire on March 11, 2020, unless earlier exercise and settlement is elected. The Forwards are held by the following reporting persons in the respective quantities indicated: High River Limited Partnership ("High River") (as to 3,000,000 shares), Icahn Partners LP ("Icahn Partners") (as to 7,025,220 shares), and Icahn Partners Master Fund LP ("Icahn Master") (as to 4,974,780 shares).
• F3Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
• F4Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
• F5Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
• F6Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.