SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Hession Eric A

(Last) (First) (Middle)
ONE CAESARS PALACE DRIVE

(Street)
LAS VEGAS NV 89109

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2015
3. Issuer Name and Ticker or Trading Symbol
CAESARS ENTERTAINMENT Corp [ CZR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 30,100(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (2) 07/25/2022 Common Stock 18,593(3) $8.23 D
Stock Option (4) 06/28/2023 Common Stock 3,125(3) $13.7 D
Stock Option (5) 05/07/2024 Common Stock 20,000 $21.18 D
Stock Option (6) 08/21/2022 Common Stock 23,821(3) $8.22 D
Explanation of Responses:
1. Includes shares of Common Stock beneficially owned and unvested RSUs previously granted.
2. 11,621 options to purchase shares awarded 7/25/2012 vest in five equal installments on each of 7/25/2013, 7/25/2014, 7/25/2015, 7/25/2016, and 7/25/2017; 3,486 options to purchase shares awarded on 7/25/2012 vest when the 30-day trailing average of the Registrant's stock price is equal to or greater than $35; 3,486 options to purchase shares awarded on 7/25/2012 vest when the 30-day trailing average of the Registrant's stock price is equal to or greater than $57.41 or 3/15/2015, whichever comes first.
3. Includes vested and unvested options to purchase shares.
4. Options to purchase shares awarded 6/28/2013 vest in four equal installments on each of 1/2/2014, 1/2/2015, 1/2/2016, and 1/2/2017.
5. Options to purchase shares awarded 5/7/2014 vest in four equal installments on each of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018.
6. 20,411 options to purchase shares awarded 8/21/2012 vest in four equal installments on each of 8/21/2013, 8/21/2014, 8/21/2015 and 8/21/2016; 1705 options to purchase shares awarded 8/21/2012 vest when the 30-day trailing average of the Registrant's stock price is equal to or greater than $35; 1705 options to purchase shares awarded 8/21/2012 vest when the 30-day trailing average of the Registrant's stock price is equal or greater than $57.41 or 3/15/2015, whichever comes first.
Remarks:
/s/ Jill Eaton, by Power of Attorney 01/02/2015
** 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 5 (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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