0001181431-12-047219.txt : 20120823 0001181431-12-047219.hdr.sgml : 20120823 20120823163357 ACCESSION NUMBER: 0001181431-12-047219 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120821 FILED AS OF DATE: 20120823 DATE AS OF CHANGE: 20120823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller Gregory James CENTRAL INDEX KEY: 0001547363 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 121052434 MAIL ADDRESS: STREET 1: ONE CAESARS PALACE DR. CITY: LAS VEGAS STATE: NV ZIP: 89109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS ENTERTAINMENT Corp CENTRAL INDEX KEY: 0000858339 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 621411755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7024076000 MAIL ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: HARRAHS ENTERTAINMENT INC DATE OF NAME CHANGE: 19950727 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 4 1 rrd353985.xml X0306 4 2012-08-21 0 0000858339 CAESARS ENTERTAINMENT Corp CZR 0001547363 Miller Gregory James ONE CAESARS PALACE DRIVE LAS VEGAS NV 89109 0 1 0 0 SVP of Domestic Development Stock Option 2012-08-21 4 D 0 11060 D 2018-02-27 Common Stock 11060 0 D Stock Option 2012-08-21 4 D 0 16670 D 2010-02-23 Common Stock 16670 0 D Stock Option 20.09 2012-08-21 4 D 0 8710 20.09 D 2021-11-29 Common Stock 8710 0 D Stock Option 2012-08-21 4 A 0 36440 A 2022-08-21 Common Stock 36440 36440 D Stock Option 2012-08-21 4 D 0 6638 D 2018-02-27 Common Stock 6638 0 D Stock Option 8.22 2012-08-21 4 A 0 6638 8.22 A 2022-08-21 Common Stock 6638 6638 D Stock Option 14.75 2012-08-21 4 D 0 3495 14.75 D 2022-05-02 Common Stock 3495 0 D Stock Option 8.22 2012-08-21 4 A 0 3495 8.22 A 2022-05-02 Common Stock 3495 3495 D As a result of a re-pricing in July 2011 and after giving effect to the Issuer's subsequent stock split, the shares (underlying the option to purchase shares) became vested and exercisable at an exercise price per share of $20.09 with respect to 20% of the shares on July 8, 2011, with the remainder to vest in four equal annual installments commencing on the 2012 anniversary of the original grant date. Alternatively, the Reporting Person could elect to exercise the vested portion of the shares underlying the option (based on the original vesting schedule of the underlying option, which provided for the shares to vest in five equal annual installments commencing on the first anniversary of the original grant date) at an exercise price per share of $57.41 at any time prior to the expiration date. As a result of a re-pricing in July 2011 and after giving effect to the Issuer's subsequent stock split, the shares became vested and exercisable at an exercise price per share of $20.09 with respect to 1/7 of the option to purchase shares on July 8, 2011, with the remainder to vest in six equal annual installments commencing on the 2012 anniversary of the original grant date. Alternatively, the Reporting Person could elect to exercise the vested portion of the shares underlying the option(based on the original vesting schedule of the option grant, which provided for the shares to vest in five equal annual installments commencing on the first anniversary of the original grant date) at an exercise price per share of $32.19 at any time prior to the expiration date. The option to purchase shares was originally granted on November 29, 2011 and provides for vesting in four equal annual installments commencing on September 30, 2012. On August 21, 2012, pursuant to the Issuer's Option Exchange, the Issuer canceled the option to purchase shares reported as disposed in Table II. In exchange, the reporting person received an equal replacement option to purchase shares, which is reported as acquired in Table II above. 20% of the shares represented here vested immediately upon grant and are exercisable at $8.22 per share. The portion of the shares vesting on or before August 21, 2014 will be exercisable at $20.09 per share until August 21,2014. After such date, the shares underlying the option will be exercisable at $8.22 per share. Any remaining shares underlying the option vesting after August 21, 2014 will be exercisable at $8.22 per share. 20% of the shares underlying the option vested immediately upon grant with the remainder vesting in four equal annual installments commencing on August 21,2013. 50% of the performance-based shares would vest and become exerciable at an exercise price of $20.09 if the Issuer's sponsors and their co-investors (who consist of TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates) realize a return on their investment equal to or greater than 1.5 times. The performance-based shares would vest and become exercisable at an exercise price of $57.41 as to 100% of the shares underlying the option to purchase shares if the Issuer's sponsors and their co-investors realize a return on their investment equal to or greater than 2.0 times. 50% of the performance-based shares will vest on the date that the Issuer's 30-day trailing average closing Common Stock price equals or exceeds $35.00 per share. 100% of the performance-based shares will vest on the date that the Issuer's 30-day trailing average closing Common Stock price equals or exceeds $57.41 per share. 3/5 ths of the shares underlying the option are exercisable; 1/5 th of the shares are exercisable on May 2, 2013 and 1/5th of the shares are exercisable on May 2, 2014 Original price at the grant date of the option to purchase shares was $14.75. The shares were re-priced on August 21, 2012 to $8.22, but were not a part of the Issuer's Option Exchange. No changes to the vesting schedule as reported above - 3/5 ths of the shares underlying the option are exercisable; 1/5 th of the shares are exercisable on May 2, 2013 and 1/5th of the shares are exercisable on May 2, 2014 /s/ Greg Miller, by Jill Eaton, Attorney-in-Fact 2012-08-23