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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 27.2813 | 01/28/2008 | D | 9,277 | (2)(4) | 11/12/2009 | Common Stock | 9,277 | $ 62.7187 (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 28.8125 | 01/28/2008 | D | 33,388 | (2)(5) | 11/15/2010 | Common Stock | 33,388 | $ 61.1875 (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 47.025 | 01/28/2008 | D | 30,000 | (2)(6) | 06/20/2009 | Common Stock | 30,000 | $ 42.975 (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 43.495 | 01/28/2008 | D | 28,467 | (2)(7) | 06/18/2010 | Common Stock | 28,467 | $ 46.505 (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 52.585 | 01/28/2008 | D | 30,000 | (2)(8) | 06/16/2011 | Common Stock | 30,000 | $ 37.415 (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 73.95 | 01/28/2008 | D | 40,000 | (2)(9) | 06/17/2012 | Common Stock | 40,000 | $ 16.05 (2) | 0 | D | ||||
| Stock Appreciation Right | $ 64.97 | 01/28/2008 | D | 27,705 | (3)(10) | 07/19/2013 | Common Stock | 27,705 | $ 25.03 (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JONES JANIS L C/O HARRAH'S ENTERTAINMENT, INC ONE CAESARS PALACE DRIVE LAS VEGAS, NV 89119 |
Sr. VP Comm & Govt Relations | |||
| Janis L. Jones by Angela P. Winter, Attorney-in-Fact | 01/28/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of pursuant to the merger agreement (the "Merger Agreement") among the Issuer, Hamlet Holdings LLC, ("Parent") and Hamlet Merger Inc. a wholly-owned subsidiary of Parent (the "Merger"), which provides for the cancellation of shares of Common Stock of the Issuer in exchange for $90.00 per share (the "Merger Consideration"). |
| (2) | All vested and unvested options were cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to the Merger Consideration less the exercise price per share. |
| (3) | All vested and unvested stock appreciation rights were cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to the Merger Consideration less the exercise price per share. |
| (4) | The options were exercisable on 1/1/03 and 1/1/04. |
| (5) | The options were exercisable in four equal installments on 1/1/02, 1/1/03, 1/1/04 and 1/1/05. |
| (6) | The options were exercisable in three equal installments on 1/1/03, 1/1/04 and 1/1/05. |
| (7) | The options were exercisable in three equal installments on 1/1/04, 1/1/05 and 1/1/06. |
| (8) | The options were exercisable in three equal installments on 1/1/05, 1/1/06 and 1/1/07. |
| (9) | The options were exercisable in three equal installments on 1/1/06, 1/1/07 and 1/1/08. |
| (10) | The stock appreciation rights were exercisable in three equal installments on 6/30/07, 6/30/08 and 6/30/09. |
| (11) | Exchanged in connection with the Merger, for 10,073.28 shares of non-voting common stock and 4,927.02 shares of non-voting preferred stock of surviving corporation, each having a market value of $100 per share. |
| (12) | 10,073.28 shares of non-voting common stock and 4,927.02 shares of non-voting preferred stock acquired through exchange described in footnote 11. |