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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Thomas Mary Helena ONE CAESARS PALACE DRIVE LAS VEGAS, NV 89109 |
EVP Human Resources |
/s/ Jill Eaton, Attorney-in-Fact, on behalf of Mary Helena Thomas | 10/11/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares 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. |
(2) | The reporting person held 8,638 shares of CAC Common Stock in Restricted Stock prior to the conversion pursuant to the Merger Agreement. |
(3) | Includes shares of CEC Common Stock beneficially owned and unvested Restricted Stock Units previously granted and reported. |
(4) | Represents the grant of Restricted Stock Units, each of which represent the contingent right to receive one share of CEC Common Stock. |