X0306 4 2017-10-06 0 0000858339 CAESARS ENTERTAINMENT Corp CZR 0001239786 FRISSORA MARK P ONE CAESARS PALACE DRIVE LAS VEGAS NV 89109 1 1 0 0 President and CEO Common Stock 2017-10-06 4 A 0 295724 0.00 A 668452 D Common Stock 2017-10-06 4 A 0 1289063 0.00 A 1957515 D Common Stock 2017-10-06 4 A 0 147862 0.00 A 385070 D Common Stock 1900 I by daughter Shares of Class A common stock, par value $0.001 per share ("CAC Common Stock"), of the corporation then known as Caesars Acquisition Company ("CAC") were converted into shares of common stock, par value $0.01 per share, of the Issuer ("CEC Common Stock") pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2016, between the Issuer and CAC, as amended by the First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of February 20, 2017 (as amended, the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of CAC Common Stock was exchanged for 1.625 shares of CEC Common Stock. The reporting person held 181,984 shares of CAC Common Stock in Restricted Stock prior to the conversion pursuant to the Merger Agreement. Includes shares of CEC Common Stock beneficially owned and unvested Restricted Stock Units previously granted and reported. Represents the grant of Restricted Stock Units, each of which represent the contingent right to receive one share of CEC Common Stock. The reporting person held 90,992 shares of CAC Common Stock in Restricted Stock in a trust prior to the conversion pursuant to the Merger Agreement. Represents shares held in a 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 such securities for purposes of Section 16 or any other purpose. /s/ Jill Eaton, Attorney-in-Fact, on behalf of Mark P. Frissora 2017-10-11