FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carano Gary L.
2. Issuer Name and Ticker or Trading Symbol

Caesars Entertainment, Inc. [ CZR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Exec. Chairman of the Board
(Last)          (First)          (Middle)

100 WEST LIBERTY STREET 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

8/11/2021
(Street)

RENO, NV 89501
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 5/27/2021  G  V 60000 D$0 456094 D  
Common Stock 5/27/2021  G(1)  V 40000 D$0 416094 D  
Common Stock 5/27/2021  G(1)  V 40000 A$0 40000 I By Spouse 
Common Stock 8/11/2021  S(2)  62205 D$90.04 (3)353889 D  
Common Stock 8/11/2021  S(2)  43400 D$90.85 (4)310489 D  
Common Stock 8/11/2021  S(2)  73044 D$91.77 (5)237445 D  
Common Stock 8/11/2021  S(2)  71351 D$92.88 (6)166094 D  
Common Stock         8604325 (7)I See Footnote 7 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents a gift of securities by the reporting person to his spouse.
(2) The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 26, 2021.
(3) The price reported in Column 4 is a weighted average price with shares sold in multiple transactions at prices ranging from $89.40 to $90.39, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4.
(4) The price reported in Column 4 is a weighted average price with shares sold in multiple transactions at prices ranging from $90.41 to $91.40, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4.
(5) The price reported in Column 4 is a weighted average price with shares sold in multiple transactions at prices ranging from $91.41 to $92.40, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 5 to this Form 4.
(6) The price reported in Column 4 is a weighted average price with shares sold in multiple transactions at prices ranging from $92.42 to $93.26, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 6 to this Form 4.
(7) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Carano Gary L.
100 WEST LIBERTY STREET 12TH FLOOR
RENO, NV 89501
X
Exec. Chairman of the Board

Signatures
/s/ Jill Eaton by power of attorney8/13/2021
**Signature of Reporting PersonDate

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