Sec Form 4 Filing - Wang Jinlong @ CAESARS ENTERTAINMENT Corp - 2012-08-21

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 Wang Jinlong 2. Issuer Name and Ticker or Trading Symbol CAESARS ENTERTAINMENT Corp [ CZR] 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) ONE CAESARS PALACE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2012 (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

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 ( 1 ) 08/21/2012 D 4,009 ( 2 ) ( 1 ) 01/10/2021 Common Stock 4,009 ( 1 ) 0 D Stock Option ( 3 ) 08/21/2012 A 4,009 ( 4 ) 08/21/2022 Common Stock 4,009 ( 3 ) 4,009 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wang Jinlong ONE CAESARS PALACE DRIVE LAS VEGAS, NV89109 X Signatures /s/ Jinlong Wang, by Jill Eaton, Attorney-in-Fact 08/23/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As a result of a re-pricing in July 2011 and after giving effect to the Issuer's subsequent stock split, the shares became vested and exercisable at an exercise price per share of $20.09 in six equal annual installments commencing on the 2012 anniversary of the original grant date of January 10, 2011. Alternatively, the Reporting Person could elect to exercise the vested portion of the option grant (based on the original vesting schedule of the option to purchase shares, which provided for the shares to vest in five equal annual installments commencing on the first anniversary of the original grant date) at an exercise price per share of $37.89 at any time prior to the expiration date. ( 2 )Gives effect to the Issuer's 1.742-for-1 stock split on February 8, 2012. ( 3 )On August 21, 2012, pursuant to the Issuer's Option Exchange, the Issuer canceled the option to purchase shares reported as disposed in Table II. In exchange, the reporting person received an equal replacement option to purchase shares, which is reported as acquired in Table II above. 20% of the shares represented here vested immediately upon grant and are exercisable at $8.22 per share. The portion of the shares vesting on or before August 21, 2014 will be exercisable at $20.09 per share until August 21,2014. After such date, the shares underlying the option will be exercisable at $8.22 per share. Any remaining shares underlying the option vesting after August 21, 2014 will be exercisable at $8.22 per share. ( 4 )20% of the shares underlying the option vested immediately upon grant with the remainder vesting in four equal annual installments commencing on August 21,2013.

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