Caesars Entertainment, Inc. — Director's Dealing 2014

Sep 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eldorado Resorts, Inc. (ERI)
CIK: 0001590895
Period of Report: 2014-09-19

Reporting Person: Billhimer Joseph L. Jr. (COO & Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-19	Common Stock, par value $0.00001	A	48208	—	Acquired	48208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-19	Nonqualified Stock Options (2010 Long Term Incentive Plan)	$3.94	A	29600	Acquired	2023-01-25	Common Stock (29600)	Direct
2014-09-19	Nonqualified Stock Options (2010 Long Term Incentive Plan)	$2.44	A	56800	Acquired	2022-01-27	Common Stock (56800)	Direct
2014-09-19	Nonqualified Stock Options (2010 Long Term Incentive Plan)	$2.78	A	46500	Acquired	2021-05-04	Common Stock (46500)	Direct

Footnotes

F1: 48,208 shares of the issuer's Common Stock were received by the reporting person in exchange for: i) 8,062 shares of MTR Gaming Group, Inc. ("MTR") common stock as consideration for the merger of Ridgeline Acquisition Corp., a wholly owned subsidiary of the issuer,

F2: with and into MTR (the "Merger") (an additional 2,623 shares of MTR common stock were converted into cash as consideration for the Merger) and ii) 40,146 Restricted Stock Units ("RSUs") granted to the reporting person pursuant to the MTR Gaming Group, Inc. 2010 Long Term Incentive Plan ("MTR Plan"), which, automatically upon the consummation of the Merger, became fully vested (because the Merger constituted a change of control of MTR thereunder) and were settled into the issuer's common stock in accordance with the terms of the MTR Plan (the 40,146 RSUs were what remained after 18,454 RSUs of the total 58,600 RSUs granted to the reporting person were settled, in accordance with the terms of the MTR Plan, into a cash payment equal to the tax withholding incurred in connection with the exercise of the RSUs).

F3: The nonqualified stock options were originally granted on January 27, 2013 pursuant to the MTR Plan. The nonqualified stock options became fully vested upon the consummation of the Merger (because the Merger constituted a change of control of MTR under the MTR Plan) and were replaced with nonqualified stock options to purchase the issuer's Common Stock on the same terms. Upon the consummation of the Merger, the MTR Plan was assumed by the issuer.

F4: The nonqualified stock options were originally granted on January 27, 2012 pursuant to the MTR Plan. The nonqualified stock options became fully vested upon the consummation of the Merger (because the Merger constituted a change of control of MTR under the MTR Plan) and were replaced with nonqualified stock options to purchase the issuer's Common Stock on the same terms. Upon the consummation of the Merger, the MTR Plan was assumed by the issuer.

F5: The nonqualified stock options were originally granted on May 4, 2011 pursuant to the MTR Plan. The nonqualified stock options became fully vested upon the consummation of the Merger (because the Merger constituted a change of control of MTR under the MTR Plan) and were replaced with nonqualified stock options to purchase the issuer's Common Stock on the same terms. Upon the consummation of the Merger, the MTR Plan was assumed by the issuer.