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: Wagner Roger P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-19	Common Stock, par value $0.00001	A	106404	—	Acquired	106404	Direct

Footnotes

F1: 106,404 shares of the issuer's Common Stock were received by the reporting person in exchange for: i) 31,311 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, with and into MTR (the "Merger") (the balance of the reporting person's MTR common stock, 10,189 shares, were redemeed for cash as part of the Merger) and ii) 75,093 Restricted Stock Units held by 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 and were exchanged for the issuer's common stock in accordance with the terms of the MTR Plan because the Merger constituted a change of control of MTR thereunder.