Form 6-K Melco Crown Entertainmen For: Nov 06

Table of Contents

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FORM 6-K

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a�16 OR 15d�16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2014

Commission File Number: 001-33178

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MELCO CROWN ENTERTAINMENT LIMITED

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36^th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20�F or Form 40�F. Form�20-F��x����Form 40-F���

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):���

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):���

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3�2(b) under the Securities Exchange Act of 1934.����Yes�������No��x

If �Yes� is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3�2(b): 82� N/A

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Table of Contents

MELCO CROWN ENTERTAINMENT LIMITED

Form 6�K

TABLE OF CONTENTS

Signature

Exhibit 99.1

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Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Date: November 6, 2014

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Table of Contents

EXHIBIT INDEX

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Exhibit No.	�	Description
99.1	�	Clarification Announcement

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(SEHK Stock Code: 6883)

CLARIFICATION ANNOUNCEMENT

References are made to the Company�s 2011 Share Incentive Plan (�2011 SIP�) and the announcements dated May�13, 2013 (the �2013 Announcement�) and March�31, 2014 (the �2014 Announcement�), in relation to the grants of certain share options and restricted shares (�RS�). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as defined in the 2013 and 2014 Announcements.

The table below summarizes the information on RS awards disclosed under the 2013 and 2014 Announcements.

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RS�granted�to

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RS�granted�to

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employees/other

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Company

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eligible�personnel

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RS�granted

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directors

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(except�Directors)

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(Total)

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(�Directors�)

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(�Other�Grantees�)

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2013 Announcement

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817,068

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297,345

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519,723

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2014 Announcement

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729,855

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246,652

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483,203

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The Company clarifies that:

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(a)	the above RS awarded to the Directors would be settled by shares purchased from secondary market by an independent third party acting as the trustee of the 2011 SIP;

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(b)

the 519,723 RS awarded to the Other Grantees, who are not connected persons to the Company as disclosed under the 2013 Announcement, would be settled by allotment of new shares of the Company (�Shares�), pursuant to the general mandate granted by the shareholders of the Company at the annual general meeting held on May�23, 2012 (the �2012 General Mandate�) with particulars as follows:

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(i)

396,462 Shares were issued pursuant to the 2012 General Mandate for settling part of the 519,723 RS. Such issuance was disclosed in the Next Day Disclosure Return filed on December�12, 2013;

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(ii)

the remaining 123,261 RS would be settled by Shares to be issued in due course;

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(iii)

the maximum number of Shares that can be allotted and issued under the 2012 General Mandate was 331,423,060 as at the date the 2012 General Mandate was granted and the Shares upon issuance for settling these RS represent approximately 0.03% of the then total issued share capital of the Company;

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(iv)

except for the issue of Shares as mentioned or contemplated above, no other Shares have been allotted or issued under the 2012 General Mandate.

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(c)

the 483,203 RS awarded to the Other Grantees, who are not connected persons to the Company as disclosed under the 2014 Announcement, would be settled by allotment of Shares, pursuant to the general mandate granted by the shareholders of the Company at the annual general meeting held on May�22, 2013 (�2013 General Mandate�), with particulars as follows:

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(i)

as at the date of this announcement, no Share has been issued under the 2013 General Mandate for settling such RS;

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(ii)

the maximum number of Shares that can be allotted and issued under the 2013 General Mandate was 332,425,615 as at the date the 2013 General Mandate was granted and the Shares upon issuance for settling these RS represent approximately 0.03% of the then total issued share capital of the Company;

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(iii)

except for the issue of Shares as contemplated in this announcement, no Shares have been allotted or issued under the 2013 General Mandate.

An application has been made by the Company to the Stock Exchange of Hong Kong Limited for the approval of the listing of, and permission to deal in, the above 519,723 and 483,203 Shares, whether issued or to be issued, pursuant to the respective 2012 General Mandate and 2013 General Mandate.

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Macau, 6 November 2014

As at the date of this announcement, the board of directors comprises one executive director, namely Mr.�Lawrence Yau Lung Ho (Co-Chairman and Chief Executive Officer); five non-executive directors, namely Mr.�James Douglas Packer (Co-Chairman), Mr.�John Peter Ben Wang, Mr.�Clarence Yuk Man Chung, Mr.�William Todd Nisbet, and Mr.�Rowen Bruce Craigie; and four independent non-executive directors, namely Mr.�James Andrew Charles MacKenzie, Mr.�Thomas Jefferson Wu, Mr.�Alec Yiu Wa Tsui, and Mr.�Robert Wason Mactier.

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