0001104659-22-112628.txt : 20221031 0001104659-22-112628.hdr.sgml : 20221031 20221031060145 ACCESSION NUMBER: 0001104659-22-112628 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20221031 DATE AS OF CHANGE: 20221031 GROUP MEMBERS: FERTITTA ENTERTAINMENT, INC. GROUP MEMBERS: HOSPITALITY HEADQUARTERS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WYNN RESORTS LTD CENTRAL INDEX KEY: 0001174922 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 460484987 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78590 FILM NUMBER: 221343665 BUSINESS ADDRESS: STREET 1: 3131 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027707555 MAIL ADDRESS: STREET 1: 3131 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERTITTA TILMAN J CENTRAL INDEX KEY: 0001080301 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: LANDRYS SEAFOOD RESTAURANTS INC STREET 2: 1400 POST OAK BLVD STE 1010 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13G 1 tm2229230d1_sc13g.htm SC 13G

 

 

 

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. )*

 

Wynn Resorts, Limited

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

983134107

(CUSIP Number)

 

October 19, 2022

(Date of Event Which Requires Filing of this Statement)

 

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

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

* 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).

 

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 1 of 8

 

1

Names of Reporting Persons

 

Hospitality Headquarters, Inc.

2

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

3

SEC Use Only

 

4 Citizenship or Place of Organization

Texas
Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0
6

Shared Voting Power

 

6,808,126
7

Sole Dispositive Power

 

0 
8

Shared Dispositive Power

 

6,808,126 
9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,808,126

10

Check if the Aggregate Amount in Row (9) Excludes Certain Share

 

Not Applicable

11

Percent of Class Represented by Amount in Row

 

6.0%

12

Type of Reporting Person

 

CO

       

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 2 of 8

 

1

Names of Reporting Persons

 

Fertitta Entertainment, Inc.

2

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Texas

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

0 
6

Shared Voting Power

 

10,000
7

Sole Dispositive Power

 

0
8

Shared Dispositive Power

 

10,000
9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,000

10

Check if the Aggregate Amount in Row (9) Excludes Certain Share

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

Less than 0.1%

12

Type of Reporting Person

 

CO

       

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 3 of 8

 

1

Names of Reporting Persons

 

Tilman J. Fertitta

2

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

United States

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

99,425

  
6

Shared Voting Power

 

6,917,551

  
7

Sole Dispositive Power

 

99,425

  
8

Shared Dispositive Power

 

6,917,551

  
9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,917,551

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

6.1%

12

Type of Reporting Person

 

IN

         

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 4 of 8

 

ITEM 1.(a) Name of Issuer:

 

Wynn Resorts, Limited (the “Issuer”).

 

(b)Address of Issuer’s Principal Executive Offices:

 

3131 Las Vegas Boulevard South, Las Vegas, NV 89109

 

ITEM 2.(a) Name of Person Filing:

 

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:

 

Hospitality Headquarters, Inc.

Fertitta Entertainment, Inc.

Tilman J. Fertitta

 

(b)Address or Principal Business Office:

 

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

 

(c)Citizenship of each Reporting Person is:

 

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

 

(d)Title of Class of Securities:

 

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

 

(e)CUSIP Number:

 

983134107

 

ITEM 3.     

 

Not applicable.

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 5 of 8

 

ITEM 4.Ownership.

 

(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 113,729,619 shares of Common Stock outstanding as of August 2, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2022.

 

Reporting Person

Amount

beneficially

owned

Percent

of class:

 Sole power to vote or to direct the vote: Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition

of:

Shared

power to

dispose or

to direct

the

disposition

of:

Hospitality Headquarters, Inc. 6,808,126 6.0% 0 6,808,126 0 6,808,126
Fertitta Entertainment, Inc. 10,000 * 0 10,000 0 10,000
Tilman J. Fertitta 6,917,551 6.1% 0 6,917,551 0 6,917,551

 

* Represents less than 0.1%

 

The amount of Common Stock reported as beneficially owned above includes (i) 6,808,126 shares of Common Stock that are beneficially owned by Hospitality Headquarters, Inc.; (ii) 10,000 shares of Common Stock that are beneficially owned by Fertitta Entertainment, Inc.; and (iii) 99,425 shares of Common Stock that are beneficially owned by Mr. Fertitta. Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc. and Hospitality Headquarters, Inc. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities beneficially owned by Fertitta Entertainment, Inc. and Hospitality Headquarters, Inc.

 

ITEM 5.Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

ITEM 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

ITEM 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 6 of 8

 

ITEM 9.Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.Certification.

 

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.

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 7 of 8

 

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: October 31, 2022

 

  Hospitality Headquarters, Inc.
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President and CEO
     
  Fertitta Entertainment, Inc.
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President and CEO
     
  Tilman J. Fertitta
     
  /s/ Tilman J. Fertitta

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 8 of 8

 

LIST OF EXHIBITS

 

Exhibit No. Description
   
99 Joint Filing Agreement.

 

 

 EX-99 2 tm2229230d1_ex99.htm EXHIBIT 99

 

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of October 31, 2022.

 

  Hospitality Headquarters, Inc.
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President and CEO
     
  Fertitta Entertainment, Inc.
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President and CEO
     
  Tilman J. Fertitta
     
  /s/ Tilman J. Fertitta