SEC Form SC 13D/A filed by Red Rock Resorts Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 12)
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
Red Rock Resorts, Inc.
(Name of Issuer)
Common A Common Stock, par value $0.01
(Title of Class of Securities)
75700L108
(CUSIP Number)
Frank J. Fertitta III
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
(702) 495-3000
with a copy to:
Brett D. Nadritch, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001
(212)530-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 13, 2024
(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: ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 2 of 23 Pages |
| (1) |
Name of reporting person
Fertitta Business Management LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
26,347,072 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
26,347,072 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
26,347,072 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
30.65% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
2
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 3 of 23 Pages |
| (1) |
Name of reporting person
FI Station Investor LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
21,163,209 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
21,163,209 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
21,163,209 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
26.21% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
3
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 4 of 23 Pages |
| (1) |
Name of reporting person
FBM Sub 1 LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
5,603,880 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
5,603,880 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
5,603,880 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
8.59% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
4
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 5 of 23 Pages |
| (1) |
Name of reporting person
The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,897,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,897,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,897,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
3.18% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
5
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 6 of 23 Pages |
| (1) |
Name of reporting person
FJF, LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,897,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,897,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,897,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
3.18% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
6
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 7 of 23 Pages |
| (1) |
Name of reporting person
The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,697,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,697,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
2,697,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
4.53% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
7
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 8 of 23 Pages |
| (1) |
Name of reporting person
Frank J. Fertitta, III 2006 Irrevocable Trust | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,643,134 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,643,134 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,643,134 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
2.76% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
8
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 9 of 23 Pages |
| (1) |
Name of reporting person
Lorenzo J. Fertitta 2006 Irrevocable Trust | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
843,134 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
843,134 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
843,134 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
1.41% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
9
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 10 of 23 Pages |
| (1) |
Name of reporting person
Fertitta Holdco LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
21,163,209 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
21,163,209 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
21,163,209 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
26.21% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
10
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 11 of 23 Pages |
| (1) |
Name of reporting person
Fertitta Investment LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
19,528,932 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
19,528,932 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
19,528,932 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
24.69% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
11
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 12 of 23 Pages |
| (1) |
Name of reporting person
KVF Investments, LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
8,042,280 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
8,042,280 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
8,042,280 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
11.89% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
12
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 13 of 23 Pages |
| (1) |
Name of reporting person
LNA Investments, LLC | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
8,042,280 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
8,042,280 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
8,042,280 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
11.89% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
13
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 14 of 23 Pages |
| (1) |
Name of reporting person
F & J Fertitta Family Business Trust | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
13,173,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
13,173,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
13,173,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
18.10% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
14
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 15 of 23 Pages |
| (1) |
Name of reporting person
L & T Fertitta Family Business Trust | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
13,173,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
13,173,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
13,173,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
18.10% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
15
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 16 of 23 Pages |
| (1) |
Name of reporting person
F & J Fertitta Grandchildren’s 2020 Irrevocable Trust | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
675,000 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
675,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
675,000 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
1.13% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
16
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 17 of 23 Pages |
| (1) |
Name of reporting person
L & T Fertitta Grandchildren’s 2020 Irrevocable Trust | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Nevada | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
675,000 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
675,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
675,000 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
1.13% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
17
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 18 of 23 Pages |
| (1) |
Name of reporting person
Frank J. Fertitta III | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
45,847,301 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
45,847,301 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
45,847,301 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
44.95% | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
18
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 19 of 23 Pages |
| (1) |
Name of reporting person
Lorenzo J. Fertitta | |||||
| (2) | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
OO (See Item 3) | |||||
| (5) | Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
47,447,301 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
47,447,301 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
47,447,301 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
46.52% | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
19
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 20 of 23 Pages |
EXPLANATORY NOTE
This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on May 20, 2016 (“Amendment No. 1”), as amended by Amendment No. 2 to Schedule 13D filed with the SEC on August 12, 2019 (“Amendment No. 2”), as amended by Amendment No. 3 to Schedule 13D filed with the SEC on August 16, 2019 (“Amendment No. 3”), as amended by Amendment No. 4 to Schedule 13D filed with the SEC on August 23, 2019 (“Amendment No. 4”), as amended by Amendment No. 5 to Schedule 13D filed with the SEC on August 10, 2020 (“Amendment No. 5”), as amended by Amendment No. 6 to Schedule 13D filed with the SEC on August 11, 2020 (“Amendment No. 6”), as amended by Amendment No. 7 to Schedule 13D filed with the SEC on August 13, 2020 (“Amendment No. 7”), as amended by Amendment No. 8 to Schedule 13D filed with the SEC on August 19, 2020 (“Amendment No. 8”), as amended by Amendment No. 9 to Schedule 13D filed with the SEC on August 25, 2020 (“Amendment No. 9”), as amended by Amendment No. 10 to Schedule 13D filed with the SEC on August 25, 2021 (“Amendment No. 10”), as amended by Amendment No. 11 to Schedule 13D filed with the SEC on December 14, 2021 (“Amendment No. 11,” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, the “Schedule 13D”), as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 12 have the meanings given to such terms in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11, as the case may be.
Item 4. Purpose of Transaction
The disclosure in Item 4 is hereby supplemented by adding the following:
On May 13, 2024, FJF, LLC sold 800,000 shares of Class A Common Stock, at the closing price of the Class A Common Stock on May 13, 2024, to the Frank J. Fertitta, III 2006 Irrevocable Trust in connection with an estate planning transaction.
Item 5. Interest in Securities of the Issuer
Item 5(a) and (b) are amended and restated to read as follows:
(a) and (b) The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person (assuming (A) 59,610,393 shares of Class A Common Stock outstanding, which is based on (i) 59,610,393 shares of Class A Common Stock outstanding as of May 13, 2024 and (B) as of May 13, 2024, the exchange ratio for the exchange of LLC Units into shares of Class A Common stock is 0.93398 (as reported by the Issuer to the Reporting Persons)). The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.
| Reporting Person |
Number of Shares Beneficially Owned |
Percentage of Class A Common Stock Outstanding(1) |
||||||
| Fertitta Business Management LLC |
26,347,072 | 30.65 | % | |||||
| FI Station Investor LLC |
21,163,209 | 26.21 | % | |||||
| FBM Sub 1 LLC |
5,603,880 | 8.59 | % | |||||
| The Frank J. Fertitta and Jill Ann Fertitta Family Trust |
1,897,535 | 3.18 | % | |||||
| FJF, LLC |
1,897,535 | 3.18 | % | |||||
| The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust |
2,697,535 | 4.53 | % | |||||
| Frank J. Fertitta, III 2006 Irrevocable Trust |
1,643,134 | 2.76 | % | |||||
| Lorenzo J. Fertitta 2006 Irrevocable Trust |
843,134 | 1.41 | % | |||||
| Fertitta Holdco LLC |
21,163,209 | 26.21 | % | |||||
| Fertitta Investment LLC |
19,528,932 | 24.69 | % | |||||
| KVF Investments, LLC |
8,042,280 | 11.89 | % | |||||
| LNA Investments, LLC |
8,042,280 | 11.89 | % | |||||
20
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 21 of 23 Pages |
| F & J Fertitta Family Business Trust |
13,173,535 | 18.10% | ||||
| L & T Fertitta Family Business Trust |
13,173,535 | 18.10% | ||||
| F & J Fertitta Grandchildren’s 2020 Irrevocable Trust |
675,000 | 1.13% | ||||
| L & T Fertitta Grandchildren’s 2020 Irrevocable Trust |
675,000 | 1.13% | ||||
| Frank J. Fertitta III |
45,847,301 | 44.95% | ||||
| Lorenzo J. Fertitta |
47,447,301 | 46.52% | ||||
| Total for Group |
50,862,970 | 49.87% |
| (1) | Assumes (a) all outstanding LLC Units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A Common Stock in accordance with the terms of the Exchange Agreement dated April 28, 2016 (the “Exchange Agreement”) and (b) the exchange ratio under such Agreement as of May 13, 2024 is 0.0.93398. |
Item 7. Material to be Filed as Exhibits
| Exhibit |
Description | |
| Exhibit 1 | Power of Attorney for Fertitta Business Management LLC | |
| Exhibit 2 | Power of Attorney for FI Station Investor LLC | |
| Exhibit 3 | Power of Attorney for FBM Sub 1 LLC | |
| Exhibit 4 | Power of Attorney for The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust | |
| Exhibit 5 | Power of Attorney for FJF, LLC | |
| Exhibit 6 | Power of Attorney for The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust | |
| Exhibit 7 | Power of Attorney for Frank J. Fertitta, III 2006 Irrevocable Trust | |
| Exhibit 8 | Power of Attorney for Lorenzo J. Fertitta 2006 Irrevocable Trust | |
| Exhibit 9 | Power of Attorney for Fertitta Holdco LLC | |
| Exhibit 10 | Power of Attorney for Fertitta Investment LLC | |
| Exhibit 11 | Power of Attorney for KVF Investments, LLC | |
| Exhibit 12 | Power of Attorney for LNA Investments, LLC | |
| Exhibit 13 | Power of Attorney for F & J Fertitta Family Business Trust | |
| Exhibit 14 | Power of Attorney for L & T Fertitta Family Business Trust | |
| Exhibit 15 | Power of Attorney for F & J Fertitta Grandchildren’s 2020 Irrevocable Trust | |
| Exhibit 16 | Power of Attorney for L & T Fertitta Grandchildren’s 2020 Irrevocable Trust | |
| Exhibit 17 | Power of Attorney for Frank J. Fertitta III | |
| Exhibit 18 | Power of Attorney for Lorenzo J. Fertitta | |
| Exhibit 19 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 19 to Amendment No. 10 to the Schedule 13D filed by the Reporting Persons on August 25, 2021). | |
21
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: May 15, 2024
| Fertitta Business Management LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| FI Station Investor LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| FBM Sub 1 LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| Frank J. Fertitta, III 2006 Irrevocable Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| Lorenzo J. Fertitta 2006 Irrevocable Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| Fertitta Investment LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| Fertitta Holdco LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| LNA Investments, LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| KVF Investments, LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| F & J Fertitta Family Business Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| L & T Fertitta Family Business Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| F & J Fertitta Grandchildren’s 2020 Irrevocable Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| L & T Fertitta Grandchildren’s 2020 Irrevocable Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| FJF, LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| /s/ Frank J. Fertitta III | ||
| Frank J. Fertitta III | ||
| /s/ Lorenzo J. Fertitta | ||
| Lorenzo J. Fertitta | ||