Chief Executive Officer Fertitta Frank J Iii bought $7,128,800 worth of shares (134,000 units at $53.20) (SEC Form 4)
$RRR
Hotels/Resorts
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Red Rock Resorts, Inc. [ RRR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/01/2024 | P | 50,000(1) | A | $54.49 | 45,897,301 | I | See Footnotes(5)(6)(7)(8)(9)(10) | ||
| Class A Common Stock | 08/01/2024 | P | 17,000(2) | A | $54.49 | 45,914,301 | I | See Footnotes(5)(6)(7)(8)(9)(10) | ||
| Class A Common Stock | 08/02/2024 | P | 17,000(3) | A | $51.91 | 45,931,301 | I | See Footnotes(5)(6)(7)(8)(9)(10) | ||
| Class A Common Stock | 08/02/2024 | P | 50,000(4) | A | $51.91 | 45,981,301 | I | See Footnotes(5)(6)(7)(8)(9)(10) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents shares of Class A Common Stock acquired by The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (the "F&J Fertitta Family Trust"), a revocable trust established for the benefit of Frank J. Fertitta III and Jill Ann Fertitta and for which Frank J. Fertitta III is co-trustee and has shared investment and voting power. |
| 2. Represents shares of Class A Common Stock acquired by the Lorenzo J. Fertitta 2006 Irrevocable Trust (the "LJF Irrevocable Trust"), an irrevocable trust established for the benefit of Lorenzo J. Fertitta's three children and for which Frank J. Fertitta III is trustee and has sole investment and voting power. |
| 3. Represents shares of Class A Common Stock acquired by the LJF Irrevocable Trust. |
| 4. Represents shares of Class A Common Stock acquired by the F&J Fertitta Family Trust. |
| 5. Frank J. Fertitta III is a director of the Issuer, and also a beneficial owner of 10% or more of the Issuer's Class A Common Stock (assuming that all of the units of membership interest in Station Holdco LLC (the "LLC Units") beneficially owned by Frank J. Fertitta III were exchanged for the Issuer's Class A Common Stock) as a result of his ownership interest in FBM Sub 1 LLC ("FBM Sub 1"), Fertitta Business Management LLC ("FBM") and FI Station Investor LLC ("FI Station"). The LLC Units are exchangeable at any time and from time to time for a number of shares of the Issuer's Class A Common Stock at an exchange rate determined in accordance with the Exchange Agreement or, at the election of the Issuer, cash. The LLC Units have no expiration date. |
| 6. (Continued from Footnote 5) FI Station is owned by Fertitta Investment LLC ("Fertitta Investment"), KVF Investments, LLC ("KVF") and LNA Investments, LLC ("LNA"). Fertitta Investment is owned by FBM, KVF and LNA. FI Station and Fertitta Investment are managed by Fertitta Holdco LLC, which is owned and managed by Frank J. Fertitta III and Lorenzo J. Fertitta. KVF is managed by Frank J. Fertitta III and is beneficially owned by various trusts established for the benefit of his three children. LNA is managed by Lorenzo J. Fertitta and is beneficially owned by various trusts established for the benefit of his three children. FBM Sub 1 is owned and controlled by FBM. FBM is owned and controlled (i) 50% by the F & J Fertitta Family Business Trust (the "F&J Trust"), a revocable trust for which Frank J. Fertitta III has sole investment and voting power, and (ii) 50% by the L & T Fertitta Family Business Trust (the "L&T Trust"), |
| 7. (Continued from Footnote 6) a revocable trust for which Frank J. Fertitta III has sole investment and voting power. Certain Class A Common Stock of the Issuer are held by (i) The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (the "F&J Fertitta Family Trust"), a revocable trust established for the benefit of Frank J. Fertitta III and Jill Ann Fertitta and for which Frank J. Fertitta III is co-trustee and has shared investment and voting power, |
| 8. (Continued from Footnote 7) (ii) the Lorenzo J. Fertitta 2006 Irrevocable Trust (the "LJF Irrevocable Trust"), an irrevocable trust established for the benefit of Lorenzo J. Fertitta's three children and for which Frank J. Fertitta III is trustee and has sole investment and voting power and (iii) the F & J Fertitta Grandchildren's 2020 Irrevocable Trust, an irrevocable trust established for the benefit of the Reporting Person's grandchildren (the "F&J 2020 Trust") for which Lorenzo J. Fertitta Jr., the Reporting Person's nephew, serves as trustee. |
| 9. Based on the Reporting Person's retained right to remove the trustee of the F&J 2020 Trust, the Reporting Person may be deemed to be a beneficial owner of any shares transferred to the F&J 2020 Trust. |
| 10. Frank J. Fertitta III disclaims beneficial ownership of any shares of Class A Common Stock or LLC Units beneficially owned by FI Station, Fertitta Investment, FBM Sub 1, FBM, KVF, LNA, the F&J Trust, the L&T Trust, the F&J Fertitta Family Trust, the LJF Irrevocable Trust, and the F&J 2020 Trust, except to the extent of any pecuniary interest therein. |
| By: /s/ Daniel Schafer, Attorney-in-Fact for Frank J. Fertitta III | 08/05/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||