Caesars Entertainment, Inc. — Director's Dealing 2014

Sep 19, 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: Carano Gary L. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-19	Common Stock, par value $0.00001	A	10892847	—	Acquired	10892847	Indirect
2014-09-19	Common Stock, par value $0.00001	A	81030	—	Acquired	81030	Indirect
2014-09-19	Common Stock, par value $0.00001	A	1215448	—	Acquired	1215448	Indirect

Footnotes

F1: 10,892,847 shares of the issuer's Common Stock, par value $0.00001 per share ("Common Stock") were received by Recreational Enterprises, Inc. ("REI") in exchange for REI's membership interest in Eldorado HoldCo LLC ("HoldCo") as consideration for the merger of Eclair Acquisition Company, LLC, a wholly-owned subsidiary of the issuer ("Merger Sub"), with and into HoldCo.

F2: 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.

F3: 81,030 shares of the issuer's Common Stock were received by the S Corporation Trust in exchange for the S Corporation Trust's membership interest in HoldCo as consideration for the merger of Merger Sub with and into HoldCo.

F4: 1,215,448 shares of the issuer's Common Stock were received by Hotel Casino Realty Investments, Inc. ("HCRI") in exchange for HCRI's membership interest in HoldCo as consideration for the merger of Merger Sub with and into HoldCo.

F5: 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.