SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reeg Thomas

(Last)

(First)

(Middle)

100 WEST LIBERTY STREET 12TH FLOOR

(Street)

RENO

89501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Caesars Entertainment, Inc. [ CZR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/29/2024		G⁽¹⁾		242,160	D	$0	0⁽²⁾	I	By Family LLC⁽²⁾
Common Stock	02/29/2024		G⁽¹⁾	V	242,160	A	$0	242,160	I	By Irrevocable Family Trust⁽¹⁾
Common Stock								216,991⁽²⁾	D⁽³⁾
Common Stock								6,240	I⁽⁴⁾	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽⁵⁾	02/29/2024		G⁽¹⁾			17,972	01/29/2025	⁽⁵⁾	Common Stock	17,972	$0	0	I	By Family LLC⁽²⁾
Restricted Stock Unit	⁽⁵⁾	02/29/2024		G⁽¹⁾	V	17,972		01/29/2025	⁽⁵⁾	Common Stock	17,972	$0	17,972	I	By Irrevocable Family Trust⁽¹⁾
Restricted Stock Unit	⁽⁵⁾	02/29/2024		G⁽¹⁾			65,092	⁽⁶⁾	⁽⁵⁾	Common Stock	65,092	$0	0	I	By Family LLC⁽²⁾
Restricted Stock Unit	⁽⁵⁾	02/29/2024		G⁽¹⁾	V	65,092		⁽⁶⁾	⁽⁵⁾	Common Stock	65,092	$0	65,092	I	By Irrevocable Family Trust⁽¹⁾
Restricted Stock Unit	⁽⁵⁾	02/29/2024		G⁽¹⁾			103,916	⁽⁷⁾	⁽⁵⁾	Common Stock	103,916	$0	0	I	By Family LLC⁽²⁾
Restricted Stock Unit	⁽⁵⁾	02/29/2024		G⁽¹⁾	V	103,916		⁽⁷⁾	⁽⁵⁾	Common Stock	103,916	$0	103,916	I	By Irrevocable Family Trust⁽¹⁾
Restricted Stock Unit	⁽⁵⁾	02/29/2024		G⁽¹⁾			70,126	⁽⁸⁾	⁽⁵⁾	Common Stock	70,126	$0	0	I	By Family LLC⁽²⁾
Restricted Stock Unit	⁽⁵⁾	02/29/2024		G⁽¹⁾	V	70,126		⁽⁸⁾	⁽⁵⁾	Common Stock	70,126	$0	70,126	I	By Irrevocable Family Trust⁽¹⁾

Explanation of Responses:

1. Reflects the gift of non-voting units in a limited liability company established for the benefit of the Reporting Person's immediate family (the "Family LLC") to an irrevocable trust also established for the benefit of his immediate family members (the "Irrevocable Family Trust"), with the units representing a pecuniary interest in the shares of common stock, or restricted stock units, as applicable, shown, and held by the Family LLC.

2. On 2/27/24, the Reporting Person contributed a total of 242,160 shares of common stock, and on 2/28/24 the Reporting Person contributed 257,106 restricted stock units, that he held directly, to the Family LLC of which the Reporting Person was then the holder of all voting and non-voting units.

3. The Reporting Person previously reported 17,500 shares as indirectly held in trust, though since this trust is a revocable living trust, the Reporting Person no longer reflects the shares held in such trust as indirectly held.

4. The Reporting Person previously reported 6,240 shares as directly held when these shares have been held for several years through his 401(k) plan. These 401(k) holdings are separately reflected in this Form 4.

5. Each restricted stock unit represents a contingent right to receive one share of common stock and does not expire.

6. These restricted stock units vest in equal installments on January 29, 2025, and January 29, 2026.

7. These restricted stock units vest in equal installments on January 29, 2025, January 29, 2026, and January 29, 2027.

8. These restricted stock units vest in equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

Remarks:

	/s/ Jill Eaton, by power of attorney	03/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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