0001181431-12-047244.txt : 20120823 0001181431-12-047244.hdr.sgml : 20120823 20120823164842 ACCESSION NUMBER: 0001181431-12-047244 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: Wilfong Diane E CENTRAL INDEX KEY: 0001374988 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10410 FILM NUMBER: 121052535 MAIL ADDRESS: STREET 1: ONE CAESARS PALACE DRIVE 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 rrd353506.xml X0306 4 2012-08-21 0 0000858339 CAESARS ENTERTAINMENT Corp CZR 0001374988 Wilfong Diane E ONE CAESARS PALACE DRIVE LAS VEGAS NV 89109 0 1 0 0 SVP, Controller and CAO Stock Option 2012-08-21 4 D 0 9735 D 2019-08-04 Common Stock 9735 0 D Stock Option 2012-08-21 4 D 0 5596 D 2020-02-23 Common Stock 5596 0 D Stock Option 20.09 2012-08-21 4 D 0 5226 20.09 D 2021-11-29 Common Stock 5226 0 D Stock Option 2012-08-21 4 A 0 20557 A 2022-08-21 Common Stock 20557 20557 D Stock Option 2012-08-21 4 D 0 3248 D 2019-08-04 Common Stock 3248 0 D Stock Option 8.22 2012-08-21 4 A 0 3248 8.22 A 2022-08-21 Common Stock 3248 3248 D 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 in six equal annual installments commencing on the 2011 anniversary of the original grant date of the option to purchase shares. 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 $29.73 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 $29.73 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/ Diane Wilfong, by Jill Eaton, Attorney-in-Fact 2012-08-23