X0306 4 2020-07-20 1 0000858339 CAESARS HOLDINGS, INC. CZR 0001716521 Benninger Thomas M. ONE CAESARS PALACE DRIVE LAS VEGAS NV 89109 1 0 0 0 Common Stock 2020-07-20 4 D 0 35970 D 0 D Common Stock 2020-07-20 4 D 0 32000 D 0 I By Trust On July 20, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2019 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, the "Merger Agreement"), by and among Caesars Entertainment Corporation, a Delaware corporation (the "Company"), Eldorado Resorts, Inc., a Nevada corporation ("New Caesars") and Colt Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Caesars ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"). (Continued from footnote 1) The Company stockholders were entitled to receive consideration per Company share equal to, at the election of the holder thereof and subject to the proration procedures described in the Merger Agreement, approximately $12.41 in cash or approximately 0.3085 shares of New Caesars Common Stock with a value equal to approximately $12.41 (based on the volume weighted average price per share of New Caesars Common Stock for the 10 trading days ending on July 16, 2020). Shares held directly by Thomas M. Benninger Revocable Trust dated 8/25/1986. /s/ Jill Eaton, by Power of Attorney, on behalf of Thomas Benninger 2020-07-22