4//SEC Filing
Hession Eric A 4
Accession 0000899243-20-020091
CIK 0000858339other
Filed
Jul 21, 8:00 PM ET
Accepted
Jul 22, 6:54 PM ET
Size
26.3 KB
Accession
0000899243-20-020091
Insider Transaction Report
Form 4
Hession Eric A
EVP,Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2020-07-20−418,943→ 214,052 total - Disposition to Issuer
Common Stock
2020-07-20−214,052→ 0 total - Disposition to Issuer
Employee stock option (right to buy)
2020-07-20−4,083→ 0 totalExercise: $8.22Exp: 2022-08-21→ Common Stock (4,083 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2020-07-20−26,250→ 0 totalExercise: $9.36Exp: 2025-05-29→ Common Stock (26,250 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2020-07-20−3,125→ 0 totalExercise: $9.45Exp: 2023-06-28→ Common Stock (3,125 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2020-07-20−20,000→ 0 totalExercise: $9.45Exp: 2024-05-07→ Common Stock (20,000 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2020-07-20−11,621→ 0 totalExercise: $8.23Exp: 2022-07-25→ Common Stock (11,621 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2020-07-20−16,328→ 0 totalExercise: $8.22Exp: 2022-08-21→ Common Stock (16,328 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2020-07-20−3,486→ 0 totalExercise: $8.23Exp: 2022-07-25→ Common Stock (3,486 underlying) - Disposition to Issuer
Employee stock option (right to buy)
2020-07-20−1,705→ 0 totalExercise: $8.22Exp: 2022-08-21→ Common Stock (1,705 underlying)
Footnotes (4)
- [F1]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").
- [F2](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).
- [F3]Represents time-vesting restricted stock units. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each such outstanding restricted stock unit was converted into a number of time-based restricted stock units in respect of shares of New Caesars common stock in an amount equal to (a) the per share merger consideration amount divided by (b) the volume weighted average price per share of New Caesars Common Stock for the 10 trading days ending on July 16, 2020.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each vested and outstanding option to acquire Company common stock that had a per share exercise price less than the cash election consideration (each, a "Vested Caesars Stock Option") was converted into the right to receive an amount in cash equal to the product of (a) the number of "net shares" of Company common stock applicable to such Vested Caesars Stock Option (after taking into account the exercise price applicable to such option) and (b) the cash election consideration.
Documents
Issuer
CAESARS HOLDINGS, INC.
CIK 0000858339
Entity typeother
Related Parties
1- filerCIK 0001628499
Filing Metadata
- Form type
- 4
- Filed
- Jul 21, 8:00 PM ET
- Accepted
- Jul 22, 6:54 PM ET
- Size
- 26.3 KB