Amendment: SEC Form SC 13G/A filed by Wynn Resorts Limited

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Wynn Resorts, Limited

(Name of Issuer)

Common Stock

(Title of Class of Securities)

983134107

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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 the disclosures provided in a prior cover page.

The information required in 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).

Wynn Resorts, Limited (the “Issuer”).

3131 Las Vegas Boulevard South, Las Vegas, NV 89109

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Tilman J. Fertitta

Fertitta Entertainment, Inc.

Hospitality Headquarters, Inc.

Fertitta Entertainment, LLC

The principal business address of each of the Reporting Persons is c/o Fertitta Entertainment, Inc., 1510 West Loop South, Houston, TX 77027.

Tilman J. Fertitta is a citizen of the United States. Each of Fertitta Entertainment, Inc., Hospitality Headquarters, Inc. and Fertitta Entertainment, LLC is organized under the laws of the State of Texas.

Common Stock, par value $0.01 per share (“Common Stock”).

983134107

Not applicable.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date of this filing, based upon 109,814,972 shares of Common Stock outstanding as of October 29, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2024.

The amount of Common Stock reported as beneficially owned above includes (i) 161,925 shares of Common Stock that are beneficially owned by Mr. Fertitta; (ii) 10,000 shares of Common Stock that are beneficially owned by Fertitta Entertainment, Inc.; (iii) 6,863,324 shares of Common Stock that are beneficially owned by Hospitality Headquarters, Inc.; and (iv) 3,864,751 shares of Common Stock that are beneficially owned by Fertitta Entertainment, LLC. Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc., which is the sole shareholder of Hospitality Headquarters, Inc. and the sole indirect owner of Fertitta Entertainment, LLC. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities beneficially owned by Fertitta Entertainment, Inc., Hospitality Headquarters, Inc. and Fertitta Entertainment, LLC.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Date:      November 13, 2024

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