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^*

JONES JANIS L

(Last)

(First)

(Middle)

ONE CAESARS PALACE DRIVE

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAESARS ENTERTAINMENT Corp [ N/A ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP of Communications & GR

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2010

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)
Non-Voting Common Stock, par value $0.01 per share	11/22/2010⁽¹⁾		D		15,000.3⁽¹⁾	D	⁽¹⁾	0	D
Common Stock, par value $0.01 per share	11/22/2010⁽¹⁾		A		15,000.3⁽¹⁾	A	⁽²⁾	15,000.3⁽¹⁾	D

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)
Stock Option	$56.08	11/22/2010⁽¹⁾		A		17,326⁽¹⁾		⁽³⁾	02/22/2020	Common Stock⁽¹⁾	17,326⁽¹⁾	$56.08	17,326⁽¹⁾	D
Stock Option	$51.79	11/22/2010⁽¹⁾		A		7,452⁽¹⁾		⁽⁴⁾	02/23/2019	Common Stock⁽¹⁾	7,452⁽¹⁾	$51.79	7,452⁽¹⁾	D
Stock Option	$100	11/22/2010⁽¹⁾		A		19,754⁽¹⁾		⁽⁵⁾	02/27/2018	Common Stock⁽¹⁾	19,754⁽¹⁾	$100	19,754⁽¹⁾	D

Explanation of Responses:

1. On November 22, 2010, Caesars Entertainment Corporation (the "Corporation") (a) reclassified its outstanding shares of non-voting common stock, par value $0.01 per share, into a new class of voting common stock, par value $0.01 per share (the "Common Stock"), and (b) cancelled its existing class of non-economic voting common stock that was previously held by Hamlet Holdings LLC (collectively, the "Reclassification"). The Reclassification applied to stock options granted by the Corporation prior to the Reclassification, including stock options granted to Ms. Jones on February 23, 2010, with an exercise price of $56.08 per share, and February 24, 2009, with an exercise price of $51.79 per share, and February 28, 2008, with an exercise price of $100.00 per share.

2. The shares of Common Stock were acquired as part of the Reclassification described in Footnote 1.

3. Options vest as follows: 6,931 shares of Common Stock on 2/23/2012, and three equal installments of 3,465 shares of Common Stock on 2/23/2013, 2/23/2014 and 2/23/2015.

4. Options vest in five equal installments on 2/24/2010, 2/24/2011, 2/24/2012, 2/24/2013 and 2/24/2014.

5. Options vest in five equal installments on 2/28/2009, 2/28/2010, 2/28/2011, 2/28/2012 and 2/28/2013.

	/s/ Janis L. Jones, by Jill Eaton, attorney-in-fact	11/22/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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