Sec Form 13D Filing - Apollo Management Holdings GP LLC @ CAESARS HOLDINGS INC.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Caesars Entertainment Corporation

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

127686103

(CUSIP Number)

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

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

March 7, 2019

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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 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. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Hamlet Holdings, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 10,834,298 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 10,834,298 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,834,298 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 1.6%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Hamlet Holdings B, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 12,303,592 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 12,303,592 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,303,592 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 1.8%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Investment Fund VI, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 12,303,592 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 12,303,592 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,303,592 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 1.8%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Co-Invest Hamlet Holdings B, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 1,487,909 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 1,487,909 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,487,909 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.2%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Co-Invest Hamlet Holdings, Series LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 1,835,699 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 1,835,699 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,835,699 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.3%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management VI, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) x

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 15,627,200 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 15,627,200 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,627,200 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 2.3%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person AIF VI Management, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 15,627,200 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 15,627,200 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,627,200 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 2.3%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 15,627,200 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 15,627,200 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,627,200 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 2.3%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management GP, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 15,627,200 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 15,627,200 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,627,200 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 2.3%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person AAA Investments (Co-Invest VI), L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 5,067 of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 5,067 of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,067 of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person AAA Associates, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Guernsey

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,896 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,896 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,896 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person AAA MIP Limited

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Guernsey

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,896 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,896 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,896 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person CO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Alternative Assets, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,896 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,896 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,896 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo International Management, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,896 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,896 shares of common stock, par value $0.01 pe r share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,896 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo International Management GP, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,896 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,896 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,896 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.0%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management Holdings, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 15,102,786 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 15,102,786 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,102,786 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 2.5%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Management Holdings GP, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 15,102,786 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 15,102,786 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,102,786 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 2.5%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person LeverageSource III (H Holdings), L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands
& #xA0;
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 212,578 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 212,578 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 212,578 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) Percentage amounts to less than one-tenth of a percent of outstanding common stock, par value $0.01 per share

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person LeverageSource III GP, Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 212,578 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 212,578 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 212,578 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) Percentage amounts to less than one-tenth of a percent of outstanding common stock, par value $0.01 per share

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person LeverageSource V S.à.r.l.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Luxembourg

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,022,491 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,022,491 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,022,491 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person LeverageSource V, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,022,491 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,022,491 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,022,491 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person LS V GP, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,022,491 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,022,491 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,022,491 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person LeverageSource Holdings, L.P. with respect to Series V

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,022,491 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,022,491 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,022,491 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person LeverageSource Holdings GP, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,022,491 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,022,491 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,022,491 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person LeverageSource, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,022,491 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,022,491 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,022,491 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Advisors VI (EH), L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,235,069 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,235,069 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,235,069 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Advisors VI (EH-GP), Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,235,069 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,235,069 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,235,069 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Advisors VII (EH), L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,235,069 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,235,069 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,235,069 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Advisors VII (EH-GP), Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,235,069 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,235,069 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,235,069 shares of common stock, par va lue $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person OO

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Principal Holdings III, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,235,069 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,235,069 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,235,069 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person PN

CUSIP No. 127686103						13D

	1	Name of Reporting Person I.R.S. Identification of Above Person Apollo Principal Holdings III GP, Ltd.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds OO

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power

			8	Shared Voting Power 4,235,069 shares of common stock, par value $0.01 per share

			9	Sole Dispositive Power

			10	Shared Dispositive Power 4,235,069 shares of common stock, par value $0.01 per share

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,235,069 shares of common stock, par value $0.01 per share

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* x

	13	Percent of Class Represented by Amount in Row (11) 0.6%

	14	Type of Reporting Person OO

This Amendment No. 4 to Schedule 13D supplements and amends the Statement on Schedule 13D filed on October 16, 2017, Amendment No. 1 to Schedule 13D filed on December 5, 2017 and Amendment No. 2 with respect to Schedule 13D filed on December 15, 2017, and Amendment No. 3 to Schedule 13D filed on May 23, 2018 with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Caesars Entertainment Corporation (the “Issuer”), as amended.

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on October 16, 2017, as amended.

Responses to each item of this Amendment No. 4 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by inserting the following:

On March 7, 2019, Holdings, the Apollo Entities, the Co-Invest Entities, the TPG Entities, AAA (Co-Invest VI), LS V S.à.r.l. and LS III (H Holdings) sold an aggregate of 38,900,000 shares of Common Stock at a price of $8.50 per share in a privately-negotiated transaction (the “March 2019 Sale”). The shares of Common Stock sold in the March 2019 Sale are no longer subject to the 2017 Proxy. The Apollo Entities, Co-Invest Entities, AAA (Co-Invest VI), LS V S.à.r.l. and LS III (H Holdings) will, depending on market conditions, from time to time look for further opportunities to dispose of the remaining securities of the Issuer held by them.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented by inserting the following:

Following the sale of shares by the Apollo Entities, the Co-Invest Entities, AAA (Co-Invest VI), LS V S.à.r.l. and LS III (H Holdings) as part of the March 2019 Sale, the Reporting Persons beneficially own an aggregate of 29,805,356 shares of Common Stock of the Issuer, representing approximately 4.4% of the Issuer’s outstanding Common Stock. Of that amount, an aggregate of 26,461,498 shares are held of record by Apollo Hamlet Holdings, Apollo Hamlet Holdings B, Co-Invest B and Co-Invest Series and are subject to the 2017 Proxy. The shares of Common Stock reported as beneficially owned by LS V S.à.r.l. include 2,006,805 shares of Common Stock issuable upon conversion of the Convertible Notes. The shares of Common Stock held of record by AAA (Co-Invest VI), LS V S.à.r.l. and LS III (H Holdings), as well as the shares of Common Stock issuable upon conversion of the Convertible Notes, are not subject to the 2017 Proxy.

Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(a) See also the information contained on the cover pages of this Amendment No. 4 to Schedule 13D, which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by the Reporting Persons is based on 670,136,264 shares of Common Stock outstanding as of February 19, 2019, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 22, 2019.

(b) See the information contained on the cover pages of this Amendment No. 4 to Schedule 13D, which is incorporated herein by reference.

(c) Except as described in this Amendment No. 4 to Schedule 13D, there have been no reportable transactions by the Reporting Persons with respect to the Common Stock of the Issuer in the past sixty days.

(d) Not applicable.

(e) March 7, 2019.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7. Material to be Filed as Exhibits

SIGNATURES

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

Dated: March 8, 2019

APOLLO HAMLET HOLDINGS, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Authorized Person


APOLLO HAMLET HOLDINGS B, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Authorized Person


CO-INVEST HAMLET HOLDINGS B, LLC

By:	/s/ David Sambur
Name:	David Sambur
Title:	Authorized Person


CO-INVEST HAMLET HOLDINGS, SERIES LLC

By:	/s/ David Sambur
Name:	David Sambur
Title:	Authorized Person


APOLLO INVESTMENT FUND VI, L.P.

By:	Apollo Advisors VI, L.P.
	its managing partner

	By:	Apollo Capital Management VI, LLC
		its general partner

		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President

APOLLO MANAGEMENT VI, L.P.

By:	AIF VI Management, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


AIF VI MANAGEMENT, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President


APOLLO MANAGEMENT, L.P.

By:	Apollo Management GP, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO MANAGEMENT GP, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President


AAA INVESTMENTS (CO-INVEST VI), L.P.

By:	AAA Associates, L.P.
	its general partner

	By:	Apollo Alternative Assets, L.P.
		its service provider

		By:		Apollo International Management, L.P.
				its managing general partner

				By:	Apollo International Management GP, LLC
					its general partner

					By:	/s/ Laurie D. Medley
					Name:	Laurie D. Medley
					Title:	Vice President

	AAA ASSOCIATES, L.P.

	By:	Apollo Alternative Assets, L.P.
		its service provider

		By:	Apollo International Management, L.P.
			its managing general partner

			By:	Apollo International Management GP, LLC
				its general partner

				By:		/s/ Laurie D. Medley
				Name:		Laurie D. Medley
				Title:		Vice President


	AAA MIP LIMITED

	By:	Apollo Alternative Assets, L.P.
		its service provider

		By:	Apollo International Management, L.P.
			its managing general partner

			By:	Apollo International Management GP, LLC
				its general partner

				By:		/s/ Laurie D. Medley
				Name:		Laurie D. Medley
				Title:		Vice President


	APOLLO ALTERNATIVE ASSETS, L.P.
< /p>
	By:	Apollo International Management, L.P.
		its managing general partner

		By:	Apollo International Management GP, LLC
			its general partner

			By:		/s/ Laurie D. Medley
			Name:		Laurie D. Medley
			Title:		Vice President

APOLLO INTERNATIONAL MANAGEMENT, L.P.

By:	Apollo International Management GP, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO INTERNATIONAL MANAGEMENT GP, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President


APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President


APOLLO MANAGEMENT HOLDINGS GP, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President


LEVERAGESOURCE III (H HOLDINGS), L.P.

By:	LeverageSource III GP, Ltd.
	its general partner

	By:	Apollo Advisors VI (EH), L.P.
		its sole shareholder

		By:		Apollo Advisors VI (EH-GP), Ltd.
				its general partner

				By:	/s/ Laurie D. Medley
				Name:	Laurie D. Medley
				Title:	Vice President

LEVERAGESOURCE III GP, LTD.

By:	Apollo Management VI, L.P.
	its director

	By:	AIF VI Management, LLC
		its general partner

		By:		/s/ Laurie D. Medley
		Name:		Laurie D. Medley
		Title:		Vice President


LEVERAGESOURCE V S.À R.L.

By:	/s/ Joseph A. Moroney
Name:	Joseph A. Moroney
Title:	Class A Manager

By:	/s/ Fabrice Jeusette
Name:	Fabrice Jeusette
Title:	Class B Manager


LEVERAGESOURCE V, L.P.

By:	LS V GP, LLC
	its general partner

	By:		/s/ Joseph D. Glatt
	Name:		Joseph D. Glatt
	Title:		Vice President


LS V GP, LLC

By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

LEVERAGESOURCE HOLDINGS, L.P.
with respect to SERIES V

By:	LeverageSource Holdings GP, LLC
	its general partner

	By:		/s/ Joseph D. Glatt
	Name:		Joseph D. Glatt
	Title:		Vice President


LEVERAGESOURCE HOLDINGS GP, LLC

By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President


LEVERAGESOURCE, L.P.

By:	Apollo Advisors VI (EH), L.P.
	its general partner

	By:	Apollo Advisors VI (EH-GP), Ltd.
		its general partner

		By:		/s/ Laurie D. Medley
		Name:		Laurie D. Medley
		Title:		Vice President

By:	Apollo Advisors VII (EH), L.P.
	its general partner

	By:	Apollo Advisors VII (EH-GP), Ltd.
		its general partner

		By:		/s/ Laurie D. Medley
		Name:		Laurie D. Medley
		Title:		Vice President


APOLLO ADVISORS VI (EH), L.P.

By:	Apollo Advisors VI (EH-GP), Ltd.
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

APOLLO ADVISORS VI (EH-GP), LTD.

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President


APOLLO ADVISORS VII (EH), L.P.

By:	Apollo Advisors VII (EH-GP), Ltd.
	its general partner

	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President


APOLLO ADVISORS VII (EH-GP), LTD.

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President


APOLLO PRINCIPAL HOLDINGS III, L.P.

By:	Apollo Principal Holdings III GP, Ltd.
	its general partner

	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title:	Vice President


APOLLO PRINCIPAL HOLDINGS III GP, LTD.

By:	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title:	Vice President

Sec Form 13D Filing - Apollo Management Holdings GP LLC filing for CAESARS HOLDINGS INC. (CZR) - 2019-03-08