SEC Form 4
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).
1. Name and Address of Reporting Person*
FERTITTA LORENZO J

(Last) (First) (Middle)
C/O RED ROCK RESORTS, INC.
1505 SOUTH PAVILION CENTER DRIVE

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Red Rock Resorts, Inc. [ RRR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/06/2020 P 144,502(1) A $13.195(3) 47,300,474 I See Footnotes(6)(7)(8)(9)(10)
Class A Common Stock 08/06/2020 P 36,126(2) A $13.195(3) 47,336,600 I See Footnotes(6)(7)(8)(9)(10)
Class A Common Stock 08/06/2020 P 38,698(1) A $13.504(4) 47,375,298 I See Footnotes(6)(7)(8)(9)(10)
Class A Common Stock 08/06/2020 P 9,674(2) A $13.504(4) 47,384,972 I See Footnotes(6)(7)(8)(9)(10)
Class A Common Stock 08/07/2020 P 212,000(1) A $13.725(5) 47,596,972 I See Footnotes(6)(7)(8)(9)(10)
Class A Common Stock 08/07/2020 P 53,000(2) A $13.725(5) 47,649,972 I See Footnotes(6)(7)(8)(9)(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust (the "L&T Fertitta Family Trust"), a revocable trust established for the benefit of Lorenzo J. Fertitta and Teresa Jo Fertitta and for which Lorenzo J. Fertitta is co-trustee and has shared investment and voting power.
2. Represents shares of Class A Common Stock acquired by the Frank J. Fertitta, III 2006 Irrevocable Trust (the "FJF Irrevocable Trust"), an irrevocable trust established for the benefit of Frank J. Fertitta III's three children and for which Lorenzo J. Fertitta is trustee and has sole investment and voting power.
3. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.48 to $13.470.
4. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.475 to $13.597.
5. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.375 to $13.950.
6. Lorenzo J. Fertitta 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 Lorenzo J. Fertitta 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 an equal number of shares of the Issuer's Class A Common Stock or, at the election of the Issuer, cash. The LLC Units have no expiration date.
7. 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"), a revocable trust for which Lorenzo J. Fertitta has sole investment and voting power.
8. (continued from Footnote 7) Certain Class A Common Stock of the Issuer are held by (i) The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust (the "L&T Fertitta Family Trust"), a revocable trust established for the benefit of Lorenzo J. Fertitta and Teresa Jo Fertitta and for which Lorenzo J. Fertitta is co-trustee and has shared investment and voting power, (ii) the Frank J. Fertitta, III 2006 Irrevocable Trust (the "FJF Irrevocable Trust"), an irrevocable trust established for the benefit of Frank J. Fertitta III's three children and for which Lorenzo J. Fertitta is trustee and has sole investment and voting power and (iii) the L & T Fertitta Grandchildren's 2020 Irrevocable Trust, an irrevocable trust established for the benefit of the Reporting Person's grandchildren (the "L&T 2020 Trust") for which Frank J. Fertitta IV, the Reporting Person's nephew, serves as trustee.
9. (continued from Footnote 8) Based on the Reporting Person's retained right to remove the trustee of the L&T 2020 Trust, the Reporting Person may be deemed to be a beneficial owner of the shares transferred to the L&T 2020 Trust.
10. Lorenzo J. Fertitta 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 L&T Fertitta Family Trust, the FJF Irrevocable Trust, and the L&T 2020 Trust, except to the extent of any pecuniary interest therein.
Remarks:
/s/ John Hertig, Attorney-in-Fact for Lorenzo J. Fertitta 08/10/2020
** 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).
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