0001181431-12-047228.txt : 20120823
0001181431-12-047228.hdr.sgml : 20120823
20120823163700
ACCESSION NUMBER: 0001181431-12-047228
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120821
FILED AS OF DATE: 20120823
DATE AS OF CHANGE: 20120823
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JENKIN THOMAS M
CENTRAL INDEX KEY: 0001275517
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 121052463
MAIL ADDRESS:
STREET 1: ONE CAESARS PALACE DRIVE
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
4
1
rrd353496.xml
X0306
4
2012-08-21
0
0000858339
CAESARS ENTERTAINMENT Corp
CZR
0001275517
JENKIN THOMAS M
ONE CAESARS PALACE DRIVE
LAS VEGAS
NV
89109
0
1
0
0
President of Operations
Stock Option
2012-08-21
4
D
0
119824
D
2018-02-27
Common Stock
119824
0
D
Stock Option
2012-08-21
4
D
0
141411
D
2020-03-01
Common Stock
141411
0
D
Stock Option
20.09
2012-08-21
4
D
0
66359
20.09
D
2021-11-29
Common Stock
66359
0
D
Stock Option
2012-08-21
4
A
0
327594
A
2022-08-21
Common Stock
327594
327594
D
Stock Option
2012-08-21
4
D
0
71894
D
2018-02-27
Common Stock
71894
0
D
Stock Option
8.22
2012-08-21
4
A
0
71894
8.22
A
2022-08-21
Common Stock
71894
71894
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.
Gives effect to the Issuer's 1.742-for-1 stock split on February 8, 2012.
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.
/s/ Thomas M. Jenkin, by Jill Eaton, Attorney-in-Fact
2012-08-23