0001567619-19-006699.txt : 20190312
0001567619-19-006699.hdr.sgml : 20190312
20190312170441
ACCESSION NUMBER: 0001567619-19-006699
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190310
FILED AS OF DATE: 20190312
DATE AS OF CHANGE: 20190312
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN CARL C
CENTRAL INDEX KEY: 0000921669
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 19675815
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-702-4300
MAIL ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER NAME:
FORMER CONFORMED NAME: ICAHN CARL C ET AL
DATE OF NAME CHANGE: 19950612
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP
CENTRAL INDEX KEY: 0000928464
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 19675816
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP /NY/
DATE OF NAME CHANGE: 19990517
FORMER NAME:
FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP
DATE OF NAME CHANGE: 19950526
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS LP
CENTRAL INDEX KEY: 0001313666
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 19675817
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners L P
DATE OF NAME CHANGE: 20050107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP
CENTRAL INDEX KEY: 0001322827
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10410
FILM NUMBER: 19675818
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners Master Fund LP
DATE OF NAME CHANGE: 20050405
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
doc1.xml
FORM 4
X0306
4
2019-03-10
0
0000858339
CAESARS ENTERTAINMENT Corp
CZR
0000921669
ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDINGS LLC
767 FIFTH AVE., SUITE 4700
NEW YORK
NY
10153
0
0
1
0
0000928464
HIGH RIVER LIMITED PARTNERSHIP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
0001313666
ICAHN PARTNERS LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
0001322827
ICAHN PARTNERS MASTER FUND LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
Forward contracts (obligation to buy)
8.45
2019-03-10
4
J
1
15000000
A
2020-03-11
Common Stock, par value $0.01 per share
15000000
15000000
I
please see footnotes
On March 10, 2019, certain of the reporting persons entered into forward contracts (the "Forwards") with a securities dealer (the "Seller") providing for the purchase by such reporting persons from the Seller of an aggregate of 15,000,000 shares of common stock, par value $0.01 per share, of Caesars Entertainment Corporation (the "Issuer"), at a forward price of $8.45 per share. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. The Forwards provide for physical settlement, with the reporting persons retaining the right to elect cash settlement. The Forwards do not give any reporting Persons direct or indirect voting, investment or dispositive control over the shares to which such contracts relate.
The Forwards expire on March 11, 2020, unless earlier exercise and settlement is elected. The Forwards are held by the following reporting persons in the respective quantities indicated: High River Limited Partnership ("High River") (as to 3,000,000 shares), Icahn Partners LP ("Icahn Partners") (as to 7,025,220 shares), and Icahn Partners Master Fund LP ("Icahn Master") (as to 4,974,780 shares).
Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
CARL C. ICAHN
2019-03-12
HIGH RIVER LIMITED PARTNERSHIP
2019-03-12
ICAHN PARTNERS LP
2019-03-12
ICAHN PARTNERS MASTER FUND LP
2019-03-12