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: Carano Gary L. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-03	Common Stock, par value $0.00001	J	11737	—	Disposed	10881110	Indirect
2014-12-03	Common Stock, par value $0.00001	J	89	—	Disposed	80941	Indirect
2014-12-03	Common Stock, par value $0.00001	J	1340	—	Disposed	1214108	Indirect

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 REI. The reporting person has a direct ownership interest in REI and an indirect ownership interest in REI through the Gary L. Carano S Corporation Trust ("S Corporation Trust") and the Gary L. Carano Qualified S Corporation Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F4: These shares are owned directly by HCRI. The reporting person is an indirect beneficial owner of interests held in HCRI by the S Corporation Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.