4//SEC Filing
COSLET JONATHAN J 4
Accession 0001181431-10-057702
CIK 0000858339other
Filed
Nov 23, 7:00 PM ET
Accepted
Nov 24, 9:20 PM ET
Size
9.6 KB
Accession
0001181431-10-057702
Insider Transaction Report
Form 4
COSLET JONATHAN J
Director
Transactions
- Other
Voting Common Stock, par value $0.01 per share
2010-11-22−10→ 0 total(indirect: See Footnotes)
Holdings
- 0(indirect: See Footnotes)
No Common Stock beneficially owned
Footnotes (5)
- [F1]Jonathan Coslet is currently a member of Hamlet Holdings LLC ("Holdings"), which directly held the shares of the non-economic voting common stock (the "Voting Common Stock") of the Issuer.
- [F2]Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Jonathan Coslet may be deemed to be the beneficial owner of the Voting Common Stock that was beneficially owned by Holdings only to the extent of the greater of his direct or indirect interest in the profits or capital account of Holdings. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Mr. Coslet is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any Voting Common Stock owned by Holdings in excess of such amount.
- [F3]On November 22, 2010, the Issuer (a) reclassified its outstanding non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), into a new class of voting common stock, par value $0.01 per share (the "Common Stock"), and (b) cancelled its existing class of Voting Common Stock that was previously held by Holdings.
- [F4]Mr. Coslet is a Senior Partner of TPG Capital, L.P., which is affiliated with Co-Invest Hamlet Holdings, Series LLC, Co-Invest Hamlet Holdings B, LLC, TPG Hamlet Holdings B, LLC, and TPG Hamlet Holdings, LLC (collectively, the "Sponsors"), which, collectively, directly hold 48,943,964.55 shares of Common Stock, and is also a member and an officer of Holdings. Based on an irrevocable proxy granted to Holdings by the Sponsors and certain affiliates of Apollo Management, L.P. that vests sole voting and sole dispositive power with respect to such shares to Holdings, Holdings beneficially owns 64,153,667.34 shares of Common Stock.
- [F5]Mr. Coslet disclaims beneficial ownership of (i) all of the Common Stock that is or may be held by the Sponsors and (ii) all of the Common Stock that is or may be beneficially owned by Holdings. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this report shall not be deemed an admission that Mr. Coslet is the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.
Issuer
CAESARS ENTERTAINMENT Corp
CIK 0000858339
Entity typeother
Related Parties
1- filerCIK 0001180379
Filing Metadata
- Form type
- 4
- Filed
- Nov 23, 7:00 PM ET
- Accepted
- Nov 24, 9:20 PM ET
- Size
- 9.6 KB