Sec Form 4 Filing - PRESS ERIC @ CAESARS ENTERTAINMENT Corp - 2010-11-22

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
PRESS ERIC
2. Issuer Name and Ticker or Trading Symbol
CAESARS ENTERTAINMENT Corp [ N/A]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O APOLLO MANAGEMENT, L.P., 9 WEST 57TH STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2010
(Street)
NEW YORK, NY10019
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
No Common Stock beneficially owned 0 I See Footnotes ( 1 ) ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PRESS ERIC
C/O APOLLO MANAGEMENT, L.P.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Eric Press, by Laurie D. Medley, attorney-in-fact (3) 11/24/2010
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Press is associated with Apollo Management, L.P. and its affiliated managers, including Apollo Management VI, L.P. ("Management VI"). Management VI is one of the managing members of each of Co-Invest Hamlet Holdings, Series LLC ("Co-Invest Series") and Co-Invest Hamlet Holdings B, LLC ("Co-Invest B"), and is the manager of Apollo Investment Fund VI, L.P., the sole member of Apollo Hamlet Holdings B, LLC ("Apollo Hamlet B"). The managers of Apollo Hamlet B are Leon Black, Joshua Harris and Marc Rowan, each of whom is also a manager of Apollo Hamlet Holdings, LLC ("Apollo Hamlet"). Apollo Hamlet, Apollo Hamlet B, Co-Invest Series and Co-Invest B each hold shares of the Common Stock, par value $0.01 of Caesars Entertainment Corporation (the "Issuer"). (Continued in footnote 2)
( 2 )This report does not include any securities of the Issuer that may be deemed beneficially owned by Apollo Hamlet, Apollo Hamlet B, Co-Invest Series, Co-Invest B or Management VI, and Mr. Press disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Press is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
(3) Laurie D. Medley is signing on behalf of Mr. Press pursuant to a Power of Attorney dated February 7, 2008, which was filed previously with the SEC.

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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