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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 51.79 | 07/08/2011 | D(1) | 4,658 (2) | (3)(6) | 02/24/2019(6) | Common Stock | 4,658 (2) | (1) | 0 | D | ||||
Stock Option | $ 35 (7) | 07/08/2011 | A(1) | 4,658 (2) | (3) | 02/24/2019(6) | Common Stock | 4,658 | (1) | 4,658 | D | ||||
Stock Option | $ 100 | 07/08/2011 | D(1) | 12,346 (2) | (4)(6) | 02/27/2018(6) | Common Stock | 12,346 (2) | (1) | 0 | D | ||||
Stock Option | $ 35 (8) | 07/08/2011 | A(1) | 12,346 (2) | (4) | 02/27/2018(6) | Common Stock | 12,346 | (1) | 12,346 | D | ||||
Stock Option | $ 56.08 | 07/08/2011 | D(1) | 17,326 | (5)(6) | 03/01/2020(6) | Common Stock | 17,326 | (1) | 0 | D | ||||
Stock Option | $ 35 (9) | 07/08/2011 | A(1) | 17,326 | (5) | 03/01/2020(6) | Common Stock | 17,326 | (1) | 17,326 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JONES JANIS L ONE CAESARS PALACE DRIVE LAS VEGAS, NV 89109 |
Senior Vice President |
/s/ Janis L. Jones by Jill Eaton, attorney-in-fact | 07/12/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported transactions represent an amendment on July 8, 2011 (the "Repricing Date") of the outstanding option to reflect a modification (the "Modification") of the exercise price to $35; the ability to exercise the options at this reduced price is phased in over 4 to 7 years in equal annual increments based on the original grant date for the option. No changes have been made to the vesting provisions of the options. |
(2) | Form 4 filed on November 24, 2010 incorrectly included performance-based options. The options and underlying shares reported on this line item reflect the correct holdings of the Reporting Person. |
(3) | The option was originally granted on February 24, 2009 and provides for vesting in five equal annual installments commencing February 24, 2010. |
(4) | The option was originally granted on February 27, 2008 and provides for vesting in five equal annual installments commencing on January 28, 2009. |
(5) | The option was originally granted on March 1, 2010 and provides for vesting in four equal annual installments commencing on March 1, 2012. |
(6) | The expiration date and vesting dates reported herein correct the expiration date and vesting dates previously incorrectly reported on November 24, 2010. |
(7) | The Modification provides that vested options may be exercised at the reduced $35 price at the rates set forth below. The Modification also provides that vested options may be exercised at the original price at any time prior to the expiration. 1/6th on the Repricing Date and continuing 1/6th on each anniversary of the original grant date. |
(8) | The Modification provides that vested options may be exercised at the reduced $35 price at the rates set forth below. The Modification also provides that vested options may be exercised at the original price at any time prior to the expiration. 20% on the Repricing Date and continuing 20% on each anniversary of the original grant date. |
(9) | The Modification provides that vested options may be exercised at the reduced $35 price at the rates set forth below. The Modification also provides that vested options may be exercised at the original price at any time prior to the expiration. 1/7th on the Repricing Date and continuing 1/7th on each anniversary of the original grant date. |