Item 1. Security and Issuer
Recreational Enterprises, Inc., a Nevada corporation (“REI”), Donald L. Carano Family Trust (the “Trust” and, together with
REI, the “Reporting Persons”) and Donald L. Carano initially filed this Schedule 13D on September 19, 2014, as amended by Amendment No. 1 to Schedule 13D filed on September 22, 2016, Amendment No. 2 to Schedule 13D
filed on October 13, 2017, Amendment No. 3 to Schedule 13D filed on November 20, 2017, Amendment No. 4 to Schedule 13D filed on June 24, 2019, Amendment No. 5 to Schedule 13D filed on March 17, 2020 and Amendment
No. 6 to Schedule 13D filed on March 19, 2020 (collectively, the “Schedule 13D”). The purpose of this Amendment No. 7 is to amend and supplement the Schedule 13D with respect to shares of common stock, par value $0.00001 per
share (the “Common Stock”), of Caesars Entertainment, Inc., a Delaware corporation (“CZR” or the “Issuer”). Other information regarding the Reporting Persons and their purchases of the Issuer’s common stock remain
true and correct and can be found in the Schedule 13D incorporated herein by this reference.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding to the end of Item 4 the following:
The purpose of the Amendment No. 7 is to report that, since the filing of Amendment No. 6 to Schedule 13D filed on March 19,
2020, a material change has occurred in the percentage of Common Stock beneficially owned by the Reporting Persons as a result of an increase in the number of outstanding Common Stock of Issuer issued (i) pursuant to the terms of, and as a
result of the closing of the transactions contemplated by, the Agreement and Plan of Merger, dated as of June 24, 2019 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019), by and among the
Issuer, Caesars Entertainment Corporation, a Delaware corporation, and Colt Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Issuer, and (ii) pursuant to the offering prospectus of 31,000,000 shares of Common
Stock according to the Prospectus Supplement filed by the Issuer on September 30, 2020 (the “Prospectus Supplement”).
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated to read as follows:
(a) and (b) As of the date hereof, REI owns beneficially 8,604,325 shares of Common Stock, representing approximately 4.22% of the
outstanding Common Stock of the Issuer (based on a total of 204,077,165 shares of Common Stock outstanding as of October 1, 2020, according to the Prospectus Supplement.
As of the date hereof, the Trust, which holds a direct ownership interest in REI, had shared voting and dispositive power with respect to all
8,604,325 shares of Common Stock owned beneficially by REI, representing approximately 4.22% of the outstanding Common Stock of the Issuer.
(c) Except as described in Item 4 above, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.
(d) To the extent that REI determines to make a dividend, including from the proceeds of the sale of shares of Common Stock owned directly by
REI, the Trust and the other shareholders of REI have the right to receive a portion of such dividends based on their percentage ownership of REI.
(e) Not applicable.
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