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
(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
(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.