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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person* Billings Craig Scott (Last) (First) (Middle) C/O WYNN RESORTS, LIMITED 3131 LAS VEGAS BOULEVARD SOUTH (Street) LAS VEGAS NV 89109 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WYNN RESORTS LTD [ WYNN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/09/2024
	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
Common Stock, par value $0.01 per share	01/09/2024		A		28,868(1)	A	$0	276,281	D
Common Stock, par value $0.01 per share	01/09/2024		S		11,451(2)	D	$95.26	264,830	D
Common Stock, par value $0.01 per share	01/09/2024		A		38,737(3)	A	$0	303,567	D
Common Stock, par value $0.01 per share	01/09/2024		A		25,825(4)	A	$0	329,392	D

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
Performance Share Units	$0	01/09/2024		A		21,521		01/01/2027	01/01/2027	Common Stock, par value $0.01	(5)	$0	21,521	D

Explanation of Responses:

1. Shares of common stock, par value $0.01 per share, of Wynn Resorts, Limited (the "Company") granted pursuant to the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Plan"), which shares vested immediately upon grant.

2. Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 9, 2024.

3. Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is conditioned on continued service through January 9, 2027, with 1/3 of the shares vesting on each of the three consecutive anniversary dates from the date of grant; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.

4. Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is based on achievement of pre-established financial performance goals in each of the years ended December 31, 2024, 2025 and 2026, and if met, 1/3 of the shares will vest on each of the dates of February 28, 2025, 2026 and 2027; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.

5. Represents the grant of performance share units ("PSUs") pursuant to the Plan. Each PSU represents the right to receive between 0 and 1.6 shares of Company common stock depending on the performance of the common stock from January 1, 2024 to January 1, 2027 (the "Vesting Date"), with such performance determined as the multiple of the volume-weighted average closing price of Company common stock over the 60 trading days preceding the Vesting Date, as adjusted to include dividends paid during the term of the PSU, to the volume-weighted average closing price of Company common stock over the 60 trading days preceding January 1, 2024.

Remarks:

	/s/ Nicholas Pannucci, attorney-in-fact for Craig Scott Billings	01/11/2024
	** 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).
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