Miller Gregory James 4

Accession 0001181431-12-047219

CIK 0000858339other

View on SEC.gov Company Profile

Filed

Aug 22, 8:00 PM ET

Accepted

Aug 23, 4:33 PM ET

Size

23.6 KB

Accession

0001181431-12-047219

Insider Transaction Report

Form 4

Period: 2012-08-21

CAESARS ENTERTAINMENT CorpCZR

Miller Gregory James

SVP of Domestic Development

Transactions

Award
Stock Option
2012-08-21+36,440→ 36,440 total
Exp: 2022-08-21→ Common Stock (36,440 underlying)
Disposition to Issuer
Stock Option
2012-08-21−11,060→ 0 total
Exp: 2018-02-27→ Common Stock (11,060 underlying)
Disposition to Issuer
Stock Option
2012-08-21$14.75/sh−3,495$51,551→ 0 total
Exercise: $14.75Exp: 2022-05-02→ Common Stock (3,495 underlying)
Award
Stock Option
2012-08-21$8.22/sh+6,638$54,564→ 6,638 total
Exercise: $8.22Exp: 2022-08-21→ Common Stock (6,638 underlying)
Disposition to Issuer
Stock Option
2012-08-21−16,670→ 0 total
Exp: 2010-02-23→ Common Stock (16,670 underlying)
Disposition to Issuer
Stock Option
2012-08-21$20.09/sh−8,710$174,984→ 0 total
Exercise: $20.09Exp: 2021-11-29→ Common Stock (8,710 underlying)
Disposition to Issuer
Stock Option
2012-08-21−6,638→ 0 total
Exp: 2018-02-27→ Common Stock (6,638 underlying)
Award
Stock Option
2012-08-21$8.22/sh+3,495$28,729→ 3,495 total
Exercise: $8.22Exp: 2022-05-02→ Common Stock (3,495 underlying)

Footnotes (10)

[F1]As a result of a re-pricing in July 2011 and after giving effect to the Issuer's subsequent stock split, the shares (underlying the option to purchase shares) became vested and exercisable at an exercise price per share of $20.09 with respect to 20% of the shares on July 8, 2011, with the remainder to vest in four equal annual installments commencing on the 2012 anniversary of the original grant date. Alternatively, the Reporting Person could elect to exercise the vested portion of the shares underlying the option (based on the original vesting schedule of the underlying option, which provided for the shares to vest in five equal annual installments commencing on the first anniversary of the original grant date) at an exercise price per share of $57.41 at any time prior to the expiration date.
[F10]No changes to the vesting schedule as reported above - 3/5 ths of the shares underlying the option are exercisable; 1/5 th of the shares are exercisable on May 2, 2013 and 1/5th of the shares are exercisable on May 2, 2014
[F2]As a result of a re-pricing in July 2011 and after giving effect to the Issuer's subsequent stock split, the shares became vested and exercisable at an exercise price per share of $20.09 with respect to 1/7 of the option to purchase shares on July 8, 2011, with the remainder to vest in six equal annual installments commencing on the 2012 anniversary of the original grant date. Alternatively, the Reporting Person could elect to exercise the vested portion of the shares underlying the option(based on the original vesting schedule of the option grant, which provided for the shares to vest in five equal annual installments commencing on the first anniversary of the original grant date) at an exercise price per share of $32.19 at any time prior to the expiration date.
[F3]The option to purchase shares was originally granted on November 29, 2011 and provides for vesting in four equal annual installments commencing on September 30, 2012.
[F4]On August 21, 2012, pursuant to the Issuer's Option Exchange, the Issuer canceled the option to purchase shares reported as disposed in Table II. In exchange, the reporting person received an equal replacement option to purchase shares, which is reported as acquired in Table II above. 20% of the shares represented here vested immediately upon grant and are exercisable at $8.22 per share. The portion of the shares vesting on or before August 21, 2014 will be exercisable at $20.09 per share until August 21,2014. After such date, the shares underlying the option will be exercisable at $8.22 per share. Any remaining shares underlying the option vesting after August 21, 2014 will be exercisable at $8.22 per share.
[F5]20% of the shares underlying the option vested immediately upon grant with the remainder vesting in four equal annual installments commencing on August 21,2013.
[F6]50% of the performance-based shares would vest and become exerciable at an exercise price of $20.09 if the Issuer's sponsors and their co-investors (who consist of TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates) realize a return on their investment equal to or greater than 1.5 times. The performance-based shares would vest and become exercisable at an exercise price of $57.41 as to 100% of the shares underlying the option to purchase shares if the Issuer's sponsors and their co-investors realize a return on their investment equal to or greater than 2.0 times.
[F7]50% of the performance-based shares will vest on the date that the Issuer's 30-day trailing average closing Common Stock price equals or exceeds $35.00 per share. 100% of the performance-based shares will vest on the date that the Issuer's 30-day trailing average closing Common Stock price equals or exceeds $57.41 per share.
[F8]3/5 ths of the shares underlying the option are exercisable; 1/5 th of the shares are exercisable on May 2, 2013 and 1/5th of the shares are exercisable on May 2, 2014
[F9]Original price at the grant date of the option to purchase shares was $14.75. The shares were re-priced on August 21, 2012 to $8.22, but were not a part of the Issuer's Option Exchange.

Documents

1 file

4
rrd353985.xmlPrimary

Issuer

CAESARS ENTERTAINMENT Corp

CIK 0000858339

→

Entity typeother

Related Parties

filerCIK 0001547363

Filing Metadata

Form type: 4
Filed: Aug 22, 8:00 PM ET
Accepted: Aug 23, 4:33 PM ET
Size: 23.6 KB

View on SEC.gov