SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hamlet Holdings LLC

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2013

3. Issuer Name and Ticker or Trading Symbol
Caesars Acquisition Co [ CACQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	90,063,316	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Apollo Hamlet Holdings, LLC ("Apollo Hamlet Holdings"), Apollo Hamlet Holdings B, LLC ("Apollo Hamlet Holdings B" and, together with Apollo Hamlet Holdings, the "Apollo Entities"), TPG Hamlet Holdings, LLC ("TPG Hamlet Holdings"), TPG Hamlet Holdings B, LLC ("TPG Hamlet Holdings B" and, together with TPG Hamlet Holdings, the "TPG Entities"), Co-Invest Hamlet Holdings B, LLC ("Co-Invest B"), and Co-Invest Hamlet Holdings, Series LLC ("Co-Invest Series" and, together with Co-Invest B, the "Co-Invest Entities" and, together with the Apollo Entities and TPG Entities, the "Sponsors"), directly hold an aggregate of 90,063,316 shares of Class A Common Stock ("Common Stock") of Caesars Acquisition Company (the "Issuer").

2. All of the shares of Common Stock held by the Sponsors are subject to an irrevocable proxy granted by the Sponsors to Hamlet Holdings LLC ("Holdings") that vests sole voting and sole dispositive power with respect to such shares in Holdings. The members of Holdings are Leon Black, Joshua Harris and Marc Rowan, each of whom is affiliated with the Apollo Entities and holds approximately 17% of the limited liability company interests of Holdings, and David Bonderman and James G. Coulter, each of whom is affiliated with the TPG Entities and holds approximately 25% of the limited liability company interests of Holdings. Holdings has no pecuniary interest in the shares subject to the proxy granted by the Sponsors. Each of the Sponsors disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein.

3. Messrs. Bonderman and Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("TPG Advisors"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG GenPar V Advisors, LLC, which is the general partner of TPG GenPar V, L.P., which is (i) the general partner of TPG V Hamlet AIV, L.P., which is the managing member of TPG Hamlet Holdings, (ii) the managing member of TPG Hamlet Holdings B and (iii) one of the managing members of each of Co-Invest B and Co-Invest Series.

4. Messrs. Black, Harris and Rowan serve as the managers of Apollo Hamlet Holdings and Apollo Hamlet Holdings B. Apollo Investment Fund VI, L.P. ("AIF VI") is the sole member of Apollo Hamlet Holdings B. Apollo Management VI, L.P. ("Management VI") is the general partner of AIF VI and one of the managing members of each of Co-Invest B and Co-Invest Series. AIF VI Management, LLC ("AIF VI Management") is the general partner of Management VI. Apollo Management, L.P. ("Apollo Management") is the sole member and manager of AIF VI Management, and Apollo Management GP, LLC ("Management GP") is the general partner of Apollo Management. Apollo Management Holdings, L.P. ("Management Holdings") is the sole member and manager of Management GP, and Apollo Management Holdings GP, LLC ("Management Holdings GP") is the general partner of Management Holdings.

5. This filing shall not be deemed an admission that any of AIF VI, Management VI, AIF VI Management, Apollo Management, Management GP, Management Holdings, Management Holdings GP or any of its affiliated investment managers or advisors, or Messrs. Black, Harris and Rowan, are the beneficial owners of, or have any pecuniary interest in, any of the shares of Common Stock, or any other securities, held by the Sponsors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

6. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Exchange Act, because of the relationship among Messrs. Bonderman and Coulter, TPG Advisors and the TPG Entities, Messrs. Bonderman and Coulter and TPG Advisors may be deemed to beneficially own the Common Stock held by the TPG Entities to the extent of the greater of their respective direct or indirect pecuniary interest in the profits or capital account of the TPG Entities. Each of Messrs. Bonderman and Coulter and TPG Advisors disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein.

7. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Messrs. Bonderman and Coulter or TPG Advisors are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Common Stock held by the TPG Entities in excess of their respective pecuniary interest therein.

Remarks:

(8) Laurie D. Medley is signing on behalf of Hamlet Holdings LLC pursuant to a Power of Attorney dated February 7, 2007, which was filed previously with the Securities and Exchange Commission.

	/s/ Laurie D. Medley on behalf of Hamlet Holdings LLC (8)	11/18/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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