Sec Form 4 Filing - DONOVAN TIMOTHY R @ CAESARS ENTERTAINMENT Corp - 2013-08-13

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DONOVAN TIMOTHY R
2. Issuer Name and Ticker or Trading Symbol
CAESARS ENTERTAINMENT Corp [ CZR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Gen. Counsel, Chief RCO
(Last) (First) (Middle)
ONE CAESARS PALACE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/13/2013
(Street)
LAS VEGAS, NV89109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/13/2013 M 14,434 A $ 8.22 44,903 D
Common Stock 08/13/2013 S 14,434 D $ 18.3859 30,469 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 8.22 08/13/2013 M 14,434 ( 1 ) 08/21/2022 Common Stock 14,434 $ 0 57,736 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DONOVAN TIMOTHY R
ONE CAESARS PALACE DRIVE
LAS VEGAS, NV89109
EVP, Gen. Counsel, Chief RCO
Signatures
/s/ Jill Eaton, by Power of Attorney 08/15/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares vest in five equal installments on each 8/21/2012, 8/21/2013, 8/21/2014, 8/21/2015 and 8/21/2016. The shares represented here are exercisable at $8.22 per share. The remaining portion of the shares vesting before August 21, 2014 will be exercisable at $20.09 per share until August 21,2014. After such date, the remaining shares underlying the option will be exercisable at $8.22 per share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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