CZR Caesars Entertainment Inc

SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

182,351 shares of ERI’s Common Stock are directly held by the Gary L. Carano S Corporation Trust (the “Trust”). Gary L. Carano is a trustee and a beneficiary of, and shares voting and dispositive power over, the shares held by the Trust.

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SCHEDULE 13D

182,351 shares of ERI’s Common Stock are directly held by the Gene R. Carano S Corporation Trust. Gene R. Carano is a trustee and a beneficiary of, and shares voting and dispositive power over, the shares held by the Gene R. Carano S Corporation Trust.

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Item 1. Security and Issuer

Recreational Enterprises, Inc., a Nevada corporation (“REI”), Donald L. Carano Family Trust (the “Trust”) and Donald L. Carano (together with REI, the Trust, Gary L. Carano and Gene R. Carano, the “Reporting Persons”) initially filed this Schedule 13D on September 19, 2014, as amended by Amendment No. 1 to Schedule 13D filed on September 22, 2016 ( collectively, the “Schedule 13D”). The purpose of this Amendment No. 2 is to amend and supplement the Schedule 13D due to the death of Donald Carano with respect to shares of common stock, par value $0.00001 per share (the “Common Stock”), of Eldorado Resorts, Inc., a Nevada corporation (“ERI” 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 2. Identity and Background

Item 2 is hereby amended to add the following supplemental information:

The name, business address, present principal occupation or employment and citizenship of each executive officer and director of REI and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth in Schedule I hereto.

Item 5. Interest in Securities of the Issuer

(a) and (b) As of the date hereof, REI owns beneficially 11,129,867 shares of Common Stock, representing approximately 14.5% of the outstanding Common Stock of the Issuer (based on a total of 76,676,607 shares of Common Stock outstanding as of August 4, 2017, according to information filed by ERI on August 14, 2017).

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 11,129,867 shares of Common Stock owned beneficially by REI, representing approximately 14.5% of the outstanding Common Stock of the Issuer.

As of the date hereof, Gary L. Carano, in his capacity as a director of REI, has shared voting and dispositive power with respect to all 11,129,867 shares of Common Stock owned beneficially by REI. Gary L. Carano, as a trustee and beneficiary of the Gary L. Carano S Corporation Trust (the “Gary L. Carano Trust”), also has shared voting and dispositive power with respect to 182,351 shares of Common Stock beneficially owned by the Gary L. Carano Trust. Gary L. Carano also has sole voting and dispositive power with respect to 34,220 shares of Common Stock that he beneficially owns and holds 202,478 Restricted Stock Units, which will convert into Common Stock on a one-for-one basis upon vesting. Collectively, the 11,129,867 shares of Common Stock owned beneficially by REI, the 182,351 shares of Common Stock owned beneficially by the Gary L. Carano Trust and 34,220 shares of Common Stock owned beneficially by Gary L. Carano represent approximately 14.8% of the outstanding Common Stock of the Issuer.

As of the date hereof, Gene R. Carano, in his capacity as a director of REI, has shared voting and dispositive power with respect to all 11,129,867 shares of Common Stock owned beneficially by REI. Gene R. Carano, as a trustee and beneficiary of the Gene R. Carano S Corporation Trust (the “Gene R. Carano Trust”), also has shared voting and dispositive power with respect to 182,351 shares of Common Stock beneficially owned by the Gene R. Carano Trust. Gene R. Carano holds 83,999 Restricted Stock Units, which will convert into Common Stock on a one-for-one basis upon vesting. Collectively, the 11,129,867 shares of Common Stock owned beneficially by REI and the 182,351 shares of Common Stock owned beneficially by the Gene R. Carano Trust represent approximately 14.8% of the outstanding Common Stock of the Issuer.

(c) No Reporting Person has effected any transaction in the Common Stock during the past 60 days.

(d) In addition to the Trust, the other shareholders of REI have the right to receive dividends from, or the proceeds from, the sale of the 11,129,867 shares of Common Stock owned directly by REI.

(e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, other than award agreements between Gary L. Carano and Gene R. Carano and the Issuer granting shares of the Issuer’s Common Stock issuable pursuant to the Issuer’s equity incentive plan.

Item 7. Material to be Filed as Exhibits

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: October 13, 2017

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SCHEDULE I

Directors and Executive Officers of Recreational Enterprises, Inc.

The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Recreational Enterprises, Inc. (“REI”). Each such person is a U.S. citizen, and, unless otherwise noted, the business address of each such person is 100 West Liberty Street, 11 ^th Floor, Reno Nevada 89501.