Sec Form 13D Filing - Hotel Casino Management Inc. filing for CAESARS ENTMT INC (CZR) - 2017-11-21

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934*

(Amendment No. 3)

 

Eldorado Resorts, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

28470R102

(CUSIP Number)

 

Hotel Casino Management, Inc.
Attention: Raymond J. Poncia, Jr.
P.O. Box 429
Verdi, Nevada 89439
775-742-9904

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

 

November 20, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

* 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).

 

 

SCHEDULE 13D

CUSIP No. 28470R102

Page 2 of 7

 

1.		Name of Reporting Person Hotel Casino Management, Inc.
2.		Check the Appropriate Box if a Member of a Group (a)    ¨ (b)    ¨
3.		SEC Use Only
4.		Source of Funds OO (See Item 3)
5.		Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      ¨
6.		Citizenship or Place of Organization Nevada

 

Number of Shares Beneficially Owned by Each Reporting Person With		7.		Sole Voting Power 0
		8.		Shared Voting Power 3,618,461 (1)
		9.		Sole Dispositive Power 0
		10.		Shared Dispositive Power 3,618,461 (1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,618,461 (1)
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13.		Percent of Class Represented by Amount in Row (11) 4.71% (2)
14.		Type of Reporting Person (See Instructions) CO

 

 

(1)

All of the shares of Eldorado Resorts, Inc.’s (“ERI” or “Issuer”) common stock (“Common Stock”) reported on this Schedule 13D are directly held by Hotel Casino Management, Inc. (“HCMI”). Raymond J. Poncia, Jr. (“Mr. Poncia”) is the trustee and a beneficiary of, and holds investment control over, the Raymond J. Poncia Family Trust (the “Trust”), which holds a direct ownership interest in HCMI.

(2)

Calculated based on a total of 76,824,595 shares of Common Stock outstanding as of November 2, 2017, according to information filed by the Issuer on November 7, 2017.

 

 

 

SCHEDULE 13D

 

CUSIP No. 28470R102

Page 3 of 7

 

1.		Name of Reporting Person Raymond J. Poncia, Jr. Family Trust
2.		Check the Appropriate Box if a Member of a Group (a)    ¨ (b)    ¨
3.		SEC Use Only
4.		Source of Funds OO (See Item 3)
5.		Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      ¨
6.		Citizenship or Place of Organization Nevada

 

Number of Shares Beneficially Owned by Each Reporting Person With		7.		Sole Voting Power 0
		8.		Shared Voting Power 3,618,461 (1)
		9.		Sole Dispositive Power 0
		10.		Shared Dispositive Power 3,618,461 (1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,618,461 (1) (2)
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13.		Percent of Class Represented by Amount in Row (11) 4.71% (3)
14.		Type of Reporting Person (See Instructions) OO

 

 

 

(1)

All of the shares of ERI’s Common Stock reported on this Schedule 13D are directly held by HCMI. Mr. Poncia is the trustee and a beneficiary of, and holds investment control over, the Trust, which holds a direct ownership interest in HCMI.

(2)

Solely as a shareholder of HCMI, which holds a direct ownership interest in ERI. The Trust disclaims beneficial ownership of the shares of ERI's Common Stock owned by HCMI, except to the extent of any pecuniary interest therein.

(3)

Calculated based on a total of 76,824,595 shares of Common Stock outstanding as of November 2, 2017, according to information filed by the Issuer on November 7, 2017.

 

 

 

SCHEDULE 13D

 

CUSIP No. 28470R102

Page 4 of 7

 

1.		Name of Reporting Person Raymond J. Poncia, Jr.
2.		Check the Appropriate Box if a Member of a Group (a)    ¨ (b)    ¨
3.		SEC Use Only
4.		Source of Funds OO (See Item 3)
5.		Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      ¨
6.		Citizenship or Place of Organization Nevada

 

Number of Shares Beneficially Owned by Each Reporting Person With		7.		Sole Voting Power 0
		8.		Shared Voting Power 3,618,461 (1)
		9.		Sole Dispositive Power 0
		10.		Shared Dispositive Power 3,618,461 (1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,618,461 (1) (2)
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13.		Percent of Class Represented by Amount in Row (11) 4.71% (3)
14.		Type of Reporting Person (See Instructions) IN

 

 

(1)

All of the shares of ERI Common Stock reported on this Schedule 13D are directly held by HCMI. Mr. Poncia is the trustee and a beneficiary of, and holds investment control over, the Trust, which holds a direct ownership interest in HCMI. Mr. Poncia and the Trust are indirect beneficial owners of the reported securities.

(2)

Solely in Mr. Poncia’s capacity as the trustee and a beneficiary of the Raymond J. Poncia, Jr. Family Trust, which holds a direct ownership interest in HCMI. HCMI holds a direct ownership interest in ERI. Mr. Poncia disclaims beneficial ownership of the shares of ERI’s Common Stock owned by HCMI, except to the extent of any pecuniary interest therein.

(3)

Calculated based on a total of 76,824,595 shares of Common Stock outstanding as of November 2, 2017, according to information filed by the Issuer on November 7, 2017.

 

 

CUSIP No. 28470R102

Page 5 of 7

 

 

Item 1.

Security and Issuer

 

Hotel Casino Management, Inc., a Nevada corporation (“HCMI”), Raymond J. Poncia, Jr. Family Trust (the “Trust”) and Raymond J. Poncia, Jr. (“Mr. Poncia” and, collectively with HCMI and the Trust, the “Reporting Persons”) initially filed this Schedule 13D on September 19, 2014 (the “Initial Filing”), with respect to the common stock, par value $0.00001 per share (the “Common Stock”), of Eldorado Resorts, Inc., a Nevada corporation (“ERI” or the “Issuer”), and amended such filing on March 17, 2017, with the filing of Amendment No. 1 to Schedule 13D (“Amendment No. 1”) and again on May 24, 2017, with the filing of Amendment No. 2 to Schedule 13D (“Amendment No. 2” and together with the Initial Filing and Amendment No. 1, the “Amended Filing”). The principal executive offices of ERI are located at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501. The purpose of this Amendment No. 3 is to further amend and supplement the Amended Filing and report a decrease in ownership to below 5% of ERI’s outstanding shares.  Other information regarding the Reporting Persons and their acquisition of the Issuer’s common stock remain true and correct and can be found in the Amended Filing incorporated herein by this reference.

 

Item 2.

Identity and Background

 

No amendments are being made to Item 2 of the Amended Filing.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

No amendments are being made to Item 3 of the Amended Filing.

 

Item 4.

Purpose of Transaction

 

No amendments are being made to Item 4 of the Amended Filing.

 

Item 5.

Interest in Securities of the Issuer

 

Paragraphs (a), (b) and (c) of Item 5 of the Amended Filing are further amended to read as follows (but no other paragraphs of Item 5 of the Amended Filing are being amended):

 

(a) and (b)  As of the date hereof, HCMI owns beneficially 3,618,461 shares of Common Stock, representing approximately 4.71% of the outstanding Common Stock of the Issuer (based on a total of 76,824,595 shares of Common Stock outstanding as of November 2, 2017, according to information filed by the Issuer on November 7, 2017).

 

As of the date hereof, the Trust, which holds a direct ownership interest in HCMI, had shared voting and dispositive power with respect to all 3,618,461 shares of Common Stock owned beneficially by HCMI, representing approximately 4.71% of the outstanding Common Stock of the Issuer.

 

As of the date hereof, Mr. Poncia, in his capacity as the trustee and a beneficiary of the Trust, had shared voting and dispositive power with respect to all 3,618,461 shares of Common Stock owned beneficially by HCMI, representing approximately 4.71% of the outstanding Common Stock of the Issuer.

 

(c)  Between November 15, 2017, and November 20, 2017, HCMI sold an aggregate of 750,000 ERI shares at an average sale price of $29.34 per share. All such sales were made on the open market through a registered broker-dealer. No other Reporting Person has engaged in any (nor HCMI in any other) transactions in ERI Common Stock during the period between the filing of Amendment No. 2 and this Amendment No. 3.

 

 

 

 

CUSIP No. 28470R102

Page 6 of 7

 

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

No amendments are being made to Item 6 of the Amended Filing.

 

Item 7.

Material to be Filed as Exhibits

 

No amendments are being made to Item 7 of the Amended Filing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 28470R102

Page 7 of 7

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 21, 2017
	Hotel Casino Management, Inc.
	By:	/s/ Raymond J. Poncia, Jr.
		Name: Raymond J. Poncia, Jr.
		Title: President
	Raymond J. Poncia, Jr. Family Trust
	By:	/s/ Raymond J. Poncia, Jr.
		Name: Raymond J. Poncia, Jr.
		Title: Trustee
	/s/ Raymond J. Poncia, Jr.
	Raymond J. Poncia, Jr.