Marrandino Donald P. 4

4 · CAESARS ENTERTAINMENT Corp · Filed Nov 24, 2010

Form 4

Period: 2010-11-22

President-Eastern Division

Transactions

Award
Stock Option
2010-11-22$56.08/sh+33,167$1,860,005→ 33,167 total
Exercise: $56.08Exp: 2020-02-23→ Common Stock (33,167 underlying)
Award
Stock Option
2010-11-22$100.00/sh+39,504$3,950,400→ 39,504 total
Exercise: $100.00Exp: 2018-02-28→ Common Stock (39,504 underlying)
Award
Stock Option
2010-11-22$51.79/sh+12,423$643,387→ 12,423 total
Exercise: $51.79Exp: 2019-12-01→ Common Stock (12,423 underlying)
Disposition to Issuer
Non-Voting Common Stock, par value $0.01 per share
2010-11-22−8,540.1→ 0 total
Award
Common Stock, par value $0.01 per share
2010-11-22+8,540.1→ 8,540.1 total

Footnotes (5)

[F1]On November 22, 2010, Caesars Entertainment Corporation (the "Corporation") (a) reclassified its outstanding shares of non-voting common stock, par value $0.01 per share, into a new class of voting common stock, par value $0.01 per share (the "Common Stock"), and (b) cancelled its existing class of non-economic voting common stock that was previously held by Hamlet Holdings LLC (collectively, the "Reclassification"). The Reclassification applied to stock options granted by the Corporation prior to the Reclassification, including stock options granted to Mr. Marrandino on February 23, 2010, with an exercise price of $56.08 per share, and December 1, 2009, with an exercise price of $51.79 per share, and February 28, 2008, with an exercise price of $100.00 per share.
[F2]The shares of Common Stock were acquired as part of the Reclassification described in Footnote 1.
[F3]Options vest as follows: 13,268 shares of Common Stock on 2/23/2012, and three equal installments of 6,633 shares of Common Stock on 2/23/2013, 2/23/2014 and 2/23/2015.
[F4]Options vest in five equal installments on 12/1/2010, 12/1/2011, 12/1/2012, 12/1/2013 and 12/1/2014.
[F5]Options vest in five equal installments on 2/28/2009, 2/28/2010, 2/28/2011, 2/28/2012 and 2/28/2013.

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