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Filing Details

Accession Number:: 0001341004-17-000345
Form Type:: 13G Filing
Publication Date:: 2017-05-31 15:56:02

Filed By:: Gfil Holdings, Llc
Company:: Caesars Entertainment Inc. (NASDAQ:CZR)
Filing Date:: 2017-05-31
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
JEFFREY D. GOLDSTEIN	19,156	7,099,622	19,156	7,099,622	7,118,778	9.4%
RICHARD A. GOLDSTEIN	15,970	7,099,622	15,970	7,099,622	7,115,592	9.4%
ROBERT S. GOLDSTEIN	79,290	7,099,622	79,290	7,099,622	7,178,912	9.4%
GFIL HOLDINGS	7,099,622	0	7,099,622	0	7,099,622	9.4%

Filing

CUSIP No. 28470R102

13G

Page 1 of 9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

ELDORADO RESORTS, INC.

(Name of Issuer)

Common Stock, par value of $0.00001

(Title of Class of Securities)

28470R102

(CUSIP Number)

Howard L. Ellin, Esq.

Michael J. Schwartz, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 1, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 28470R102

13G

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1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JEFFREY D. GOLDSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☑
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 19,156 shares
		6	SHARED VOTING POWER 7,099,622 shares
		7	SOLE DISPOSITIVE POWER 19,156 shares
		8	SHARED DISPOSITIVE POWER 7,099,622 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,118,778 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 28470R102

13G

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1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RICHARD A. GOLDSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☑
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 15,970 shares
		6	SHARED VOTING POWER 7,099,622 shares
		7	SOLE DISPOSITIVE POWER 15,970 shares
		8	SHARED DISPOSITIVE POWER 7,099,622 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,115,592 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 28470R102

13G

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1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ROBERT S. GOLDSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☑
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 79,290 shares
		6	SHARED VOTING POWER 7,099,622 shares
		7	SOLE DISPOSITIVE POWER 79,290 shares
		8	SHARED DISPOSITIVE POWER 7,099,622 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,178,912 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 28470R102

13G

Page 5 of 9

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GFIL HOLDINGS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☑
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 7,099,622 shares
		6	SHARED VOTING POWER 0 shares
		7	SOLE DISPOSITIVE POWER 7,099,622 shares
		8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,099,622 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4%
12	TYPE OF REPORTING PERSON OO

CUSIP No. 28470R102

13G

Page 6 of 9

ITEM 1.

	(a)	Name of Issuer Eldorado Resorts, Inc.

	(b)	Address of Issuer’s Principal Executive Offices 100 West Liberty Street, Suite 1150, Reno, Nevada 89501

ITEM 2.

	(a)	Name of Person Filing Jeffrey D. Goldstein Richard A. Goldstein Robert S. Goldstein GFIL Holdings, LLC

	(b)	Address of the Principal Office or, if none, residence The business address of Jeffrey D. Goldstein is 2117 State Street, Suite 300, Bettendorf, Iowa 52722. The business address of Richard A. Goldstein is 700 Office Parkway, St. Louis, Missouri 63141. The business address of Robert S. Goldstein is 700 Office Parkway, St. Louis, Missouri 63141. The address for GFIL Holdings, LLC is 2117 State Street, Suite 300, Bettendorf, Iowa 52722.

	(c)	Citizenship Each filing individual is a citizen of the United States of America. GFIL Holdings, LLC is organized under the laws of the state of Delaware.

	(d)	Title of Class of Securities Common Stock, par value of $0.00001

	(e)	CUSIP Number 28470R102

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

CUSIP No. 28470R102

13G

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(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

ITEM 4. OWNERSHIP.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	As of the date of this filing, Jeffrey D. Goldstein, Richard A. Goldstein, Robert S. Goldstein and GFIL Holdings, Inc. (the “Reporting Persons”) beneficially owned in the aggregate 7,214,038 shares of Common Stock.

(b)	As of the date of this filing, the Reporting Persons beneficially owned approximately 9.5% of the issued and outstanding shares of Common Stock. The percentage above is calculated based upon the 75,673,852 shares of Common Stock issued and outstanding as reported on the Form 10-Q of Eldorado Resorts, Inc. for the quarterly period ended March 31, 2017.

(c)	The number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is reflected in the table below for each of the Reporting Persons:

Name	Sole Voting	Shared Voting	Sole Dispositive Power	Shared Dispositive Power
Jeffrey D. Goldstein	19,156	7,099,622 (1)	19,156	7,099,622 (1)
Richard A. Goldstein	15,970	7,099,622 (2)	15,970	7,099,622 (2)
Robert S. Goldstein	79,290	7,099,622 (3)	79,290	7,099,622 (3)
GFIL Holdings, LLC	7,099,622 (4)	0	7,099,622 (4)	0

___________________

(1)

Consists of 7,099,622 shares of which Jeffrey D. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership (such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares).

CUSIP No. 28470R102

13G

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	(2)	Consists of 7,099,622 shares of which Richard A. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership (such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares).
	(3)	Consists of 7,099,622 shares of which Robert S. Goldstein, as manager of GFIL Holdings, LLC, has indirect beneficial ownership (such indirect beneficial ownership arises from the power to vote or to direct the vote or the power to dispose or direct the disposition of such shares and does not necessarily constitute a personal ownership interest in such shares).
	(4)	Shares owned by GFIL Holdings, LLC are reported as beneficially owned by Jeffrey D. Goldstein, Robert S. Goldstein and Richard A. Goldstein.

Except to the extent expressly stated herein, each Reporting Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Person.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10. CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 28470R102

13G

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SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each certifies that the information set forth in this statement is true, complete and correct.

Date: May 31, 2017	/s/ Jeffrey D. Goldstein
	Jeffrey D. Goldstein


	/s/ Richard A. Goldstein
	Richard A. Goldstein


	/s/ Robert S. Goldstein
	Robert S. Goldstein


	GFIL HOLDINGS, LLC

	By:	/s/ Jeffrey D. Goldstein
		Name: Jeffrey D. Goldstein Title: Manager