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^*

FRISSORA MARK P

(Last)

(First)

(Middle)

C/O CAESARS ENTERTAINMENT CORPORATION

ONE CAESARS PALACE DRIVE

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAESARS ENTERTAINMENT Corp [ CZR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2016

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)

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)
Employee stock option (right to buy)	$11.51	03/23/2016		A		100,000⁽¹⁾		⁽²⁾	02/05/2025	Common Stock	100,000	$0	100,000	D
Employee stock option (right to buy)	$11.51	02/08/2017		A		100,000⁽³⁾		⁽⁴⁾	02/05/2025	Common Stock	100,000	$0	100,000	D
Employee stock option (right to buy)	$11.51	03/15/2017		D			200,000	⁽²⁾⁽⁴⁾	02/05/2025	Common Stock	200,000	⁽⁵⁾	0	D
Employee stock option (right to buy)	$9.45	03/15/2017		A		200,000		⁽²⁾⁽⁴⁾	02/05/2025	Common Stock	200,000	⁽⁵⁾	200,000	D
Employee stock option (right to buy)	$11.51	03/15/2017		D			200,000	⁽⁶⁾	02/05/2025	Common Stock	200,000	⁽⁵⁾	0	D
Employee stock option (right to buy)	$9.45	03/15/2017		A		200,000		⁽⁶⁾	02/05/2025	Common Stock	200,000	⁽⁵⁾	200,000	D
Employee stock option (right to buy)	$11.51	03/15/2017		D			400,000	⁽⁷⁾	02/05/2025	Common Stock	400,000	⁽⁵⁾	0	D
Employee stock option (right to buy)	$9.45	03/15/2017		A		400,000		⁽⁷⁾	02/05/2025	Common Stock	400,000	⁽⁵⁾	400,000	D

Explanation of Responses:

1. Represents 50,000 shares vested March 23, 2016 applicable to EBITDA 5% performance target and 50,000 shares vested March 23, 2016 applicable to EBITDA 7.5% performance target.

2. On February 5, 2015, the reporting person was awarded performance-based options to purchase 200,000 shares of common stock at a 5% EBITDA performance target and 200,000 shares of common stock at a 7.5% EDITDA performance target. Each option vests in four equal installments based on the Registrant's satisfaction of the performance criteria for each of the fiscal years ending December 31, 2015, 2016, 2017, and 2018. The performance criteria in 2015 for both targets were met, resulting in vesting of a total of 100,000 shares.

3. Represents 50,000 shares vested February 8, 2017 applicable to EBITDA 5% performance target and 50,000 shares vested February 8, 2017 applicable to EBITDA 7.5% performance target.

4. On February 5, 2015, the reporting person was awarded performance-based options to purchase 200,000 shares of common stock at a 5% EBITDA performance target and 200,000 shares of common stock at a 7.5% EDITDA performance target. Each option vests in four equal installments based on the Registrant's satisfaction of the performance criteria for each of the fiscal years ending December 31, 2015, 2016, 2017, and 2018. The performance criteria in 2016 for both targets were met, resulting in vesting of a total of 100,000 shares.

5. Reflects new pricing of options; vesting schedules and expiration dates remain the same.

6. The option to purchase shares, originally awarded on 2/5/2015, becomes vested and becomes exercisable, if at all, on the date that is six months immediately following the end of the 30 consecutive trading day period in which the volume weighted average price of one share of Caesars Entertainment Corporation common stock is equal to or greater than $15.00.

7. Options to purchase shares, originally awarded on 2/5/2015, vest in equal annual installments of 25% on each of February 5, 2016, 2017, 2018, with the remaining 25% scheduled to vest on February 4, 2019.

Remarks:

	/s/ Jill Eaton, by Power of Attorney, on behalf of Mark P. Frissora	03/17/2017
	** Signature of Reporting Person	Date
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