Caesars Entertainment, Inc. — Director's Dealing 2017

May 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eldorado Resorts, Inc. (ERI)
CIK: 0001590895
Period of Report: 2017-05-01

Reporting Person: Quatmann Edmund L Jr (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Common Stock	A	33031	—	Acquired	33031	Direct
2017-05-01	Common Stock	M	4285	—	Acquired	37316	Direct
2017-05-01	Common Stock	M	4282	—	Acquired	41598	Direct
2017-05-01	Common Stock	F	2249	$19.05	Disposed	39349	Direct
2017-05-03	Common Stock	M	4287	—	Acquired	43634	Direct
2017-05-03	Common Stock	M	8565	—	Acquired	52199	Direct
2017-05-03	Common Stock	M	6490	—	Acquired	58689	Direct
2017-05-03	Common Stock	M	20572	—	Acquired	79261	Direct
2017-05-03	Common Stock	M	20555	—	Acquired	99815	Direct
2017-05-03	Common Stock	M	10383	—	Acquired	110199	Direct
2017-05-03	Common Stock	F	30638	$19.30	Disposed	79561	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-01	Employee Stock Option (right to buy)	$9.08	A	46402	Acquired	2002-04-27	Common Stock (46402)	Direct
2017-05-01	Employee Stock Option (right to buy)	$8.96	A	44211	Acquired	2023-04-25	Common Stock (44211)	Direct
2017-05-01	Employee Stock Option (right to buy)	$15.61	A	20784	Acquired	2024-04-24	Common Stock (20784)	Direct
2017-05-01	Restricted Stock Units	$	A	8572	Acquired		Common Stock (8572)	Direct
2017-05-01	Restricted Stock Units	$	A	12847	Acquired		Common Stock (12847)	Direct
2017-05-01	Restricted Stock Units	$	A	6490	Acquired		Common Stock (6490)	Direct
2017-05-01	Restricted Stock Units	$	A	20572	Acquired		Common Stock (20572)	Direct
2017-05-01	Restricted Stock Units	$	A	20555	Acquired		Common Stock (20555)	Direct
2017-05-01	Restricted Stock Units	$	A	10383	Acquired		Common Stock (10383)	Direct
2017-05-01	Restricted Stock Units	$	M	4285	Disposed		Common Stock (4285)	Direct
2017-05-03	Restricted Stock Units	$	M	4282	Disposed		Common Stock (4282)	Direct
2017-05-03	Restricted Stock Units	$	M	4287	Disposed		Common Stock (4287)	Direct
2017-05-03	Restricted Stock Units	$	M	8565	Disposed		Common Stock (8565)	Direct
2017-05-03	Restricted Stock Units	$	M	6490	Disposed		Common Stock (6490)	Direct
2017-05-03	Restricted Stock Units	$	M	20572	Disposed		Common Stock (20572)	Direct
2017-05-03	Restricted Stock Units	$	M	20555	Disposed		Common Stock (20555)	Direct
2017-05-03	Restricted Stock Units	$	M	10383	Disposed		Common Stock (10383)	Direct

Footnotes

F1: On May 1, 2017, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, among Eldorado Resorts, Inc. ("ERI"), Isle of Capri Casinos, Inc. ("Isle"), Eagle I Acquisition Corp. ("Merger Sub A") and Isle of Capri Casinos LLC (f/k/a Eagle II Acquisition Company LLC) ("Merger Sub B"), Merger Sub A merged with and into Isle (the "First Step Merger"), and immediately following the First Step Merger, Isle merged with and into Merger Sub B. At the effective time of the First Step Merger (the "Effective Time"), each outstanding share of Isle common stock was converted into the right to receive, at the election of the holder and subject to the proration and reallocation provisions of the Merger Agreement, either 1.638 shares of ERI common stock (with cash paid in lieu of fractional shares) or $23.00 in cash.

F2: (Continued from footnote 1) (Continued from footnote 1) In connection with the Merger Agreement, the reporting person received the shares of ERI common stock reported above and $426,949.00 in cash in exchange for 38,729 shares of Isle common stock. On May 1, 2017, the closing price of ERI's common stock was $19.15 per share. In addition, at the Effective Time, (i) each outstanding option to acquire shares of Isle common stock, whether vested or unvested, was converted into an option or right to purchase shares a number of shares of ERI common stock equal to the number of shares of Isle common stock subject to such option multiplied by 1.638, at an exercise price equal to the exercise price of such option divided by 1.638, and otherwise on the same terms and conditions as were applicable to such option immediately prior to the Effective Time,

F3: (Continued from footnote 2) (ii) each outstanding Isle performance stock unit was converted into a time-based restricted stock unit in respect of shares of ERI common stock at the target level of performance, in an amount equal to the number of shares of Isle common stock subject to such performance stock unit multiplied by 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share) and vesting at the end of the original performance period (subject to the participant's continued employment through such date), and (iii) each outstanding Isle restricted stock unit ("Isle RSUs"), was converted into a restricted stock unit in respect of shares of ERI common stock, in an amount equal to 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share) on the same terms and conditions as were applicable to such performance stock unit immediately prior to the Effective Time.

F4: Represents shares of ERI common stock into which Isle RSUs that had vested at the Effective Time were converted at the Effective Time.

F5: Restricted stock units convert into common stock on a one-for-one basis.

F6: Stock options to purchase shares of Isle common stock were initially granted April 27, 2015 and vest ratably over five years beginning April 27, 2016.

F7: Stock options to purchase shares of Isle common stock were initially granted April 25, 2016 and vest ratably over five years beginning April 25, 2017.

F8: Stock options to purchase shares of Isle common stock were initially granted on April 24, 2017 and vest ratably over five years beginning on April 24, 2018.

F9: Isle RSUs were initially granted April 27, 2015 and vest ratably over three years beginning April 27, 2016. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.

F10: Isle RSUs were initially granted April 25, 2016 and vest ratably over three years beginning April 25, 2017. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.

F11: Isle RSUs were initially granted April 24, 2017 and vest ratably over three years beginning on April 24, 2018. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.

F12: Isle RSUs were initially granted as performance stock units on April 27, 2015, but converted to time-based awards as of the Effective Time and vest on April 29, 2018. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.

F13: Isle RSUs were initially granted as performance stock units on April 25, 2016, but converted to time-based awards as of the Effective Time and vest on April 28, 2019. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.

F14: Isle RSUs were initially granted as performance stock units on April 24, 2017, but converted to time-based awards as of the Effective Time and vest on April 24, 2020. On May 3, 2017, ERI accelerated the unvested portion of the RSUs.

F15: Vested Isle RSUs initially granted on April 27, 2015.

F16: Vested Isle RSUs initially granted on April 25, 2016.