Caesars Entertainment, Inc. — Director's Dealing 2014

Dec 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eldorado Resorts, Inc. (ERI)
CIK: 0001590895
Period of Report: 2014-12-03

Reporting Person: Hotel Casino Management, Inc. (10% Owner)
Reporting Person: Raymond J. Poncia, Jr. Family Trust (10% Owner)
Reporting Person: Poncia Raymond J. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-03	Common Stock, par value $0.00001	J	6202	—	Disposed	5744083	Direct

Footnotes

F1: Shares of the issuer's common stock were forfeited pursuant to escrow agreement entered into on September 19, 2014 in connection with the merger of Eclair Acquisition Company, LLC, a wholly-owned subsidiary of the issuer, with and into Eldorado HoldCo LLC ("HoldCo"). The shares were forfeited as a result of adjustments to the final purchase price as it related to the calculation of shares to be received by the prior members of HoldCo pursuant to the Agreement and Plan of Merger dated as of September 9, 2013 by and among MTR Gaming Group, Inc., HoldCo, the issuer and certain affiliates of the issuer and HoldCo (as amended, the "Merger Agreement").

F2: Pursuant to the Merger Agreement, the implied value of each share of common stock acquired by the reporting person in the merger and forfeited pursuant to the escrow agreement is $6.05.

F3: These shares are owned directly by Hotel Casino Management, Inc. ("HCMI"). Raymond J. Poncia is a trustee and beneficiary of, and holds investment control over, the Raymond J. Poncia, Jr. Family Trust (the "Poncia Trust"), which holds a direct ownership interest in HCMI. Raymond J. Poncia and the Poncia Trust are indirect beneficial owners of the reported securities.