Sec Form 4 Filing - ICAHN CARL C @ CAESARS HOLDINGS, INC. - 2020-07-20

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 ICAHN CARL C 2. Issuer Name and Ticker or Trading Symbol CAESARS HOLDINGS, INC. [ CZR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICAHN ASSOCIATES HOLDINGS LLC, 16690 COLLINS AVE., SUITE PH-1 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2020 (Street) SUNNY ISLES BEACH, FL33160 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, $0.01 per value per share 07/20/2020 J( 1 ) 114,250,942 D 0 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 Total Return Equity Swaps ( 6 ) ( 7 ) 07/20/2020 X/K( 6 )( 7 ) 46,929,336 ( 6 )( 7 ) 01/19/2021( 6 )( 7 ) Common Stock, $0.01 par value per share 46,929,336 ( 6 ) ( 7 ) 0 I Please see footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Total Return Equity Swaps ( 8 ) ( 9 ) 07/20/2020 X/K( 8 )( 9 ) 25,000,000 ( 8 ) ( 9 ) ( 8 )( 9 ) 06/30/2021( 8 )( 9 ) Common Stock, $0.01 par value per share 25,000,000 ( 8 ) ( 9 ) 0 I Please see footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICAHN CARL C C/O ICAHN ASSOCIATES HOLDINGS LLC 16690 COLLINS AVE., SUITE PH-1 SUNNY ISLES BEACH, FL33160 X ICAHN PARTNERS LP 16690 COLLINS AVE., SUITE PH-1 SUNNY ISLES BEACH, FL33160 X ICAHN PARTNERS MASTER FUND LP 16690 COLLINS AVE., SUITE PH-1 SUNNY ISLES BEACH, FL33160 X Signatures /S/ Carl C. Icahn 07/22/2020 Signature of Reporting Person Date /S/ Icahn Partners L.P 07/22/2020 Signature of Reporting Person Date /S/ Icahn Partners Master Fund LP 07/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 20, 2020 (the "Closing Date"), in connection with the closing of the Agreement and Plan of Merger (the "Merger Agreement") by and among Caesars Entertainment Corporation (the "Issuer"), Eldorado Resorts, Inc. ("New Caesars") and Colt Merger Sub, Inc., pursuant to the terms of said Merger Agreement, each share of Issuer common stock reported in Table I above was converted into the right to receive the merger consideration, consisting of at the election of the holder thereof and subject to the proration procedures described in the Merger Agreement, approximately $12.41 in cash or approximately 0.3085 shares of New Caesars common stock with a value equal to approximately $12.41 (based on the volume weighted average price per share of New Caesars common stock for the 10 trading days ending on July 16, 2020). ( 2 )Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of Icahn Partners Master Fund LP ("Icahn Master"). ( 3 )Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master. ( 4 )Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 5 )Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 6 )Each of Icahn Partners and Icahn Master were parties to certain cash-settled total return equity swaps which had been entered into with certain securities dealers (each, a "counterparty") during the period from December 2018 through February 2019 and which provided for an expiration date of January 29, 2021 (the "January 2021 Swaps"). The January 2021 Swaps referenced 46,929,336 shares of Issuer common stock in the aggregate. ( 7 )On July 20, 2020, the Closing Date of the Merger Agreement as described in footnote 1, all of the January 2021 Swaps terminated and were settled in cash. The termination and settlement of the January 2021 Swaps is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. ( 8 )Each of Icahn Partners and Icahn Master were parties to certain cash-settled total return equity swaps which had been entered into with a securities dealer (the "counterparty") during January and February 2019 and which provided for an expiration date of June 30, 2021 (the "June 2021 Swaps"). The June 2021 Swaps referenced 25,000,000 shares of Issuer common stock in the aggregate. ( 9 )On July 20, 2020, the Closing Date of the Merger Agreement as described in footnote 1, all of the June 2021 Swaps terminated and were settled in cash. The termination and settlement of the June 2021 Swaps is deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

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