Sec Form 13D Filing - Hamlet Holdings LLC filing for CAESARS HOLDINGS INC. (CZR) - 2019-03-12

Under the Securities Exchange Act of 1934
(Amendment No. 8)

(Name of Issuer)

(Title of Class of Securities)

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

(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 § 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).

(1)The calculation assumes that there are 670,136,264 shares of Common Stock issued and outstanding as of February 19, 2019, as reported by the Issuer in its Annual Report on Form 10-K (File No. 001-10410) filed with the Securities and Exchange Commission on February 22, 2019.

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This Amendment No. 8 to Schedule 13D (this “Amendment”) supplements and amends the Statement on Schedule 13D filed on February 7, 2008 by Hamlet Holdings LLC (“Holdings”) (the “Original Schedule 13D”), as supplemented and amended by Amendment No. 1 to Schedule 13D filed by Holdings on November 24, 2010 (“Amendment No. 1”), which Original Schedule 13D and Amendment No. 1 were amended and restated in their entirety by Amendment No. 2 to Schedule 13D filed by Holdings on February 14, 2012 (the “Amended and Rested Schedule 13D”), as supplemented and amended by Amendment No. 3 to Schedule 13D fi led by Holdings on July 11, 2016 (“Amendment No. 3”), as supplemented and amended by Amendment No. 4 to Schedule 13D filed by Holdings on October 16, 2017 (“Amendment No. 4”), as supplemented and amended by Amendment No. 5 to Schedule 13D filed by Holdings on December 5, 2017 (“Amendment No. 5”), as supplemented and amended by Amendment No. 6 to Schedule 13D filed by Holdings on May 22, 2018 (“Amendment No. 6”), as supplemented and amended by Amendment No. 7 to Schedule 13D filed by Holdings on March 8, 2019 (“Amendment No. 7,” together with the Original Schedule 13D and Amendment No. 1, as amended and restated by the Amended and Restated Schedule 13D, and as amended by Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment, the “Schedule 13D”).

Except as specifically provided herein, this Amendment supplements, but does not modify any of the disclosure previously reported in the Schedule 13D.  Information given in response to each item shall be deemed incorporated by reference to all other items, as applicable.  Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Item 1.   Security and Issuer

Item 2.   Identity and Background

Item 3.   Source and Amount of Funds or Other Consideration.

Item 4.   Purpose of the Transaction.

Item 5.   Interest in Securities of the Issuer

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

On March 11, 2019, the TPG Entities, the Co-Invest Entities and the Apollo Entities terminated the 2017 Proxy with respect to all of the remaining 38,030,443 shares of Common Stock that were then subject to the 2017 Proxy, which shares were then sold in a Rule 144 block trade by the TPG Entities, the Co-Invest Entities and the Apollo Entities, respectively.  Following the termination of the 2017 Proxy with respect to the shares of Common Stock sold by the TPG Entities, the Co-Invest Entities, and the Apollo Entities, respectively, no shares of Common Stock remain subject to the 2017 Proxy.  Accordingly, Holdings no longer beneficially owns any of the outstanding Common Stock.

The Sponsor Entities, TPG Advisors, AIF VI, the Apollo Management Entities, and Messrs. Black, Bonderman, Coulter, Harris and Rowan disclaim beneficial ownership 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.

Subparagraphs (a) through (e) of Item 5 are hereby deleted in their entirety and restated as follows:

(a)-(b) See the information contained on the cover page to this Amendment, which is incorporated herein by reference.  The percentage of Common Stock reported as beneficially owned by Holdings assumes that there are 670,136,264 shares of Common Stock issued and outstanding as of February 19, 2019, as reported by the Issuer in its

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Annual Report on Form 10-K (File No. 001-10410) filed with the Securities and Exchange Commission on February 22, 2019.

(c) Holdings has not engaged in any transactions in the shares of the Common Stock in the past sixty days, except as described in Amendment No. 7 and this Amendment.

(d) Not applicable.

(e) March 11, 2019

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

Item 7.   Material to be Filed as Exhibits

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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