Gary L. Carano - 01 Jan 2023 Form 4 Insider Report for Caesars Entertainment, Inc. (CZR)

Role: Exec. Chairman of the Board, Director
Signature: /s/ Jill Eaton by power of attorney
Issuer symbol: CZR
Transactions as of: 01 Jan 2023
Net transactions value: -$424,502
Form type: 4
Filing time: 04 Jan 2023, 19:38:30 UTC
Previous filing: 23 Aug 2022
Next filing: 26 Jan 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CZR	Common Stock	Options Exercise	$0	+34,169	+16%	$0.000000	245,994	01 Jan 2023	Direct
transaction	CZR	Common Stock	Tax liability	$424,502	-10,045	-4.1%	$42.26	235,949	03 Jan 2023	Direct
holding	CZR	Common Stock						8,604,325	01 Jan 2023	See Footnote	F1
holding	CZR	Common Stock						40,000	01 Jan 2023	By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CZR	Restricted Stock Unit	Options Exercise	$0	-34,169	-100%	$0.000000^*	0	01 Jan 2023	Common Stock	34,169		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares are owned directly by Recreational Enterprises, Inc. (REI). The reporting person has a direct ownership interest in REI and an indirect ownership interest in REI through the Gary L. Carano S Corporation Trust ("S Corporation Trust") and the Gary L. Carano Qualified S Corporation Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F2	Restricted stock units convert into common stock on a one-for-one basis.
F3	The restricted stock units were granted on January 24, 2020, pursuant to the Amended and Restated 2015 Equity Incentive Plan, subject to achievement of specified performance objectives. The level at which such restricted stock units were determined to have been achieved was previously determined by the Board of the Issuer on February 23, 2022. These restricted stock units vested on January 1, 2023.