| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HARRAHS ENTERTAINMENT INC [ HET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/28/2008 | D | 1,805(1) | D | $90(1) | 0 | D | |||
| Common Stock | 01/28/2008 | D | 211(1) | D | $90(1) | 0 | I | By 401(k) | ||
| Common Stock | 01/28/2008 | D | 24,750 | D | (8) | 0 | D | |||
| Non-Voting Common Stock | 01/28/2008 | A | 14,958.53 | A | (9) | 14,958.53 | D | |||
| Non-Voting Preferred Stock | 01/28/2008 | A | 7,316.47 | A | (9) | 7,316.47 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $43.495 | 01/28/2008 | D | 18,978 | (2)(4) | 06/18/2010 | Common Stock | 18,978 | $46.505(2) | 0 | D | ||||
| Stock Option (right to buy) | $47.1 | 01/28/2008 | D | 18,333 | (2)(4) | 11/13/2010 | Common Stock | 18,333 | $42.9(2) | 0 | D | ||||
| Stock Option (right to buy) | $52.585 | 01/28/2008 | D | 37,733 | (2)(5) | 06/16/2011 | Common Stock | 37,733 | $37.415(2) | 0 | D | ||||
| Stock Option (right to buy) | $73.95 | 01/28/2008 | D | 100,000 | (2)(6) | 06/17/2012 | Common Stock | 100,000 | $16.05(2) | 0 | D | ||||
| Stock Appreciation Right | $64.97 | 01/28/2008 | D | 80,414 | (3)(7) | 07/19/2013 | Common Stock | 80,414 | $25.03(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the merger agreement (the "Merger Agreement") among the Issuer, Hamlet Holdings LLC, ("Parent") and Hamlet Merger Inc. a wholly-owned subsidiary of Parent (the "Merger"), which provides for the cancellation of shares of Common Stock of the Issuer in exchange for $90.00 per share (the "Merger Consideration"). |
| 2. All vested and unvested options were cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to the Merger Consideration less the exercise price per share. |
| 3. All vested and unvested stock appreciation rights were cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to the Merger Consideration less the exercise price per share. |
| 4. The options were exercisable in three equal installments on 1/1/04, 1/1/05 and 1/1/06. |
| 5. The options were exercisable in three equal installments on 1/1/05, 1/1/06 and 1/1/07. |
| 6. The options were exercisable in three equal installments on 1/1/06, 1/1/07 and 1/1/08. |
| 7. The stock appreciation rights were exercisable in three equal installments on 6/30/07, 6/30/08 and 6/30/09. |
| 8. Exchanged in connection with the Merger, for 14,958.53 shares of non-voting common stock and 7,316.47 shares of non-voting preferred stock of surviving corporation, each having a market value of $100 per share. |
| 9. 14,958.53 shares of non-voting common stock and 7,316.47 shares of non-voting preferred stock acquired through exchange described in footnote 8. |
| Thomas M. Jenkin by Angela P. Winter, Attorney-in-Fact | 01/28/2008 | |
| ** 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. | ||
| 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 Number. | ||