Hawkins James B Form 4 Caesars Entertainment / JAMES B HAWKINS ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HAWKINS JAMES B

(Last) (First) (Middle)

100 WEST LIBERTY STREET, SUITE 1150

(Street)

RENO NV 89501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Caesars Entertainment, Inc. [ CZR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/20/2020		M		9,256	A	(1)	91,256	D
Common Stock	07/20/2020		M		17,980	A	(2)	109,236	D
Common Stock	07/20/2020		M		6,984	A	(3)	116,220	D
Common Stock	07/20/2020		M		4,612	A	(4)	120,832	D
Common Stock	07/20/2020		M		4,305	A	(5)	125,137	D
Common Stock	07/20/2020		M		2,945	A	(6)	128,082	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	07/20/2020		M			9,256	07/20/2020	07/20/2020	Common Stock	9,256	(1)	0	D
Restricted Stock Unit	(2)	07/20/2020		M			17,980	07/20/2020	07/20/2020	Common Stock	17,980	(2)	0	D
Restricted Stock Unit	(3)	07/20/2020		M			6,984	07/20/2020	07/20/2020	Common Stock	6,984	(3)	0	D
Restricted Stock Unit	(4)	07/20/2020		M			4,612	07/20/2020	07/20/2020	Common Stock	4,612	(4)	0	D
Restricted Stock Unit	(5)	07/20/2020		M			4,305	07/20/2020	07/20/2020	Common Stock	4,305	(5)	0	D
Restricted Stock Unit	(6)	07/20/2020		M			2,945	07/20/2020	07/20/2020	Common Stock	2,945	(6)	0	D

Explanation of Responses:

1. Each Restricted Stock Unit represented the economic equivalent of one share of the Company's common stock. In connection with the reporting person's separation from service with Eldorado Resorts, Inc. (n/k/a Caesars Entertainment, Inc., the "Company"), all of the shares underlying the Restricted Stock Unit were settled for shares of the Company's common stock.

2. Each Restricted Stock Unit represented the economic equivalent of one share of the Company's common stock. In connection with the reporting person's separation from service with the Company, all of the shares underlying the Restricted Stock Unit were settled for shares of the Company's common stock.

3. Each Restricted Stock Unit represented the economic equivalent of one share of the Company's common stock. In connection with the reporting person's separation from service with the Company, all of the shares underlying the Restricted Stock Unit were settled for shares of the Company's common stock.

4. Each Restricted Stock Unit represented the economic equivalent of one share of the Company's common stock. In connection with the reporting person's separation from service with the Company, all of the shares underlying the Restricted Stock Unit were settled for shares of the Company's common stock.

5. Each Restricted Stock Unit represented the economic equivalent of one share of the Company's common stock. In connection with the reporting person's separation from service with the Company, all of the shares underlying the Restricted Stock Unit were settled for shares of the Company's common stock.

6. Each Restricted Stock Unit represented the economic equivalent of one share of the Company's common stock. In connection with the reporting person's separation from service with the Company, all of the shares underlying the Restricted Stock Unit were settled for shares of the Company's common stock.

Remarks:

	/s/ Anthony L. Carano, by power of attorney	07/22/2020
	** Signature of Reporting Person	Date
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