13G Filing: Senator Investment Group and Caesars Entertainment Corp (CZR)

Page 6 of 10

Page 6 of 10 – SEC Filing

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;

(b)	¨	Bank as defined in Section 3(a)(6) of the Act;

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please

specify the type of institution: __________________________________

Item 4.	OWNERSHIP
	The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page and is incorporated herein by reference. The percentage set forth in Row 11 of this Schedule 13G is based upon 703,452,351 shares of Common Stock outstanding as of October 6, 2017 and assumes the conversion of the reported Notes.

	Senator Investment Group
	(a)	Amount of beneficially owned: 44,429,379 (including 15,938,758 shares of Common Stock issuable upon conversion of Notes)

	(b)	Percent of class: 6.18%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: 0