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SC 13G Filing
Caesars Entertainment (CZR) SC 13GEldorado Resorts, Inc.
Filed: 31 May 17, 12:00am
CUSIP No. 28470R102 | 13G | Page 1 of 9 |
CUSIP No. 28470R102 | 13G | Page 2 of 9 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JEFFREY D. GOLDSTEIN | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 19,156 shares | ||
6 | SHARED VOTING POWER 7,099,622 shares | |||
7 | SOLE DISPOSITIVE POWER 19,156 shares | |||
8 | SHARED DISPOSITIVE POWER 7,099,622 shares | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,118,778 shares | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4% | |||
12 | TYPE OF REPORTING PERSON IN |
CUSIP No. 28470R102 | 13G | Page 3 of 9 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RICHARD A. GOLDSTEIN | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 15,970 shares | ||
6 | SHARED VOTING POWER 7,099,622 shares | |||
7 | SOLE DISPOSITIVE POWER 15,970 shares | |||
8 | SHARED DISPOSITIVE POWER 7,099,622 shares | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,115,592 shares | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4% | |||
12 | TYPE OF REPORTING PERSON IN |
CUSIP No. 28470R102 | 13G | Page 4 of 9 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ROBERT S. GOLDSTEIN | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 79,290 shares | ||
6 | SHARED VOTING POWER 7,099,622 shares | |||
7 | SOLE DISPOSITIVE POWER 79,290 shares | |||
8 | SHARED DISPOSITIVE POWER 7,099,622 shares | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,178,912 shares | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4% | |||
12 | TYPE OF REPORTING PERSON IN |
CUSIP No. 28470R102 | 13G | Page 5 of 9 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GFIL HOLDINGS, LLC | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 7,099,622 shares | ||
6 | SHARED VOTING POWER 0 shares | |||
7 | SOLE DISPOSITIVE POWER 7,099,622 shares | |||
8 | SHARED DISPOSITIVE POWER 0 shares | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,099,622 shares | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4% | |||
12 | TYPE OF REPORTING PERSON OO |
CUSIP No. 28470R102 | 13G | Page 6 of 9 |
ITEM 1. | ||
(a) | Name of Issuer Eldorado Resorts, Inc. | |
(b) | Address of Issuer’s Principal Executive Offices 100 West Liberty Street, Suite 1150, Reno, Nevada 89501 |
ITEM 2. | ||
(a) | Name of Person Filing Jeffrey D. Goldstein Richard A. Goldstein Robert S. Goldstein GFIL Holdings, LLC | |
(b) | Address of the Principal Office or, if none, residence The business address of Jeffrey D. Goldstein is 2117 State Street, Suite 300, Bettendorf, Iowa 52722. The business address of Richard A. Goldstein is 700 Office Parkway, St. Louis, Missouri 63141. The business address of Robert S. Goldstein is 700 Office Parkway, St. Louis, Missouri 63141. The address for GFIL Holdings, LLC is 2117 State Street, Suite 300, Bettendorf, Iowa 52722. | |
(c) | Citizenship Each filing individual is a citizen of the United States of America. GFIL Holdings, LLC is organized under the laws of the state of Delaware. | |
(d) | Title of Class of Securities Common Stock, par value of $0.00001 | |
(e) | CUSIP Number 28470R102 |
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | |||
(a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
(b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
CUSIP No. 28470R102 | 13G | Page 7 of 9 |
(c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
(e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
(f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
(h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
(a) | As of the date of this filing, Jeffrey D. Goldstein, Richard A. Goldstein, Robert S. Goldstein and GFIL Holdings, Inc. (the “Reporting Persons”) beneficially owned in the aggregate 7,214,038 shares of Common Stock. |
(b) | As of the date of this filing, the Reporting Persons beneficially owned approximately 9.5% of the issued and outstanding shares of Common Stock. The percentage above is calculated based upon the 75,673,852 shares of Common Stock issued and outstanding as reported on the Form 10-Q of Eldorado Resorts, Inc. for the quarterly period ended March 31, 2017. |
(c) | The number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is reflected in the table below for each of the Reporting Persons: |
Name | Sole Voting | Shared Voting | Sole Dispositive Power | Shared Dispositive Power |
Jeffrey D. Goldstein | 19,156 | 7,099,622 (1) | 19,156 | 7,099,622 (1) |
Richard A. Goldstein | 15,970 | 7,099,622 (2) | 15,970 | 7,099,622 (2) |
Robert S. Goldstein | 79,290 | 7,099,622 (3) | 79,290 | 7,099,622 (3) |
GFIL Holdings, LLC | 7,099,622 (4) | 0 | 7,099,622 (4) | 0 |
(1) | Consists of 7,099,622 shares of which Jeffrey D. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership (such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares). |
CUSIP No. 28470R102 | 13G | Page 8 of 9 |
(2) | Consists of 7,099,622 shares of which Richard A. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership (such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares). | |
(3) | Consists of 7,099,622 shares of which Robert S. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership (such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares). | |
(4) | Shares owned by GFIL Holdings, LLC are reported as beneficially owned by Jeffrey D. Goldstein, Robert S. Goldstein and Richard A. Goldstein. |
CUSIP No. 28470R102 | 13G | Page 9 of 9 |
Date: May 31, 2017 | /s/ Jeffrey D. Goldstein | ||
Jeffrey D. Goldstein | |||
/s/ Richard A. Goldstein | |||
Richard A. Goldstein | |||
/s/ Robert S. Goldstein | |||
Robert S. Goldstein | |||
GFIL HOLDINGS, LLC | |||
By: | /s/ Jeffrey D. Goldstein | ||
Name: Jeffrey D. Goldstein Title: Manager |