6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a–16 OR 15d–16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2019

Commission File Number: 001-33178

MELCO RESORTS & ENTERTAINMENT LIMITED

36^th Floor, The Centrium

60 Wyndham Street

Central

Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20–F or Form 40–F. Form 20-F  ☒ Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3–2(b) under the Securities Exchange Act of 1934. Yes  ☐ No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3–2(b): 82– N/A

MELCO RESORTS & ENTERTAINMENT LIMITED

Form 6–K

TABLE OF CONTENTS

Signature	4
Exhibit 99.1

Explanatory Note

Melco Resorts & Entertainment Limited’s subsidiary, Melco Resorts and Entertainment (Philippines) Corporation, the shares of which are listed on the Philippine Stock Exchange, filed a report with the Philippine Securities and Exchange Commission dated June 10, 2019, a copy of which is appended to this Form 6-K.

Safe Harbor Statement

This report contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Melco Resorts & Entertainment Limited (the “Company”) may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) growth of the gaming market and visitations in Macau and the Philippines, (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) our anticipated growth strategies, (v) gaming authority and other governmental approvals and regulations, and (vi) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “target”, “aim”, “estimate”, “intend”, “plan”, “believe”, “potential”, “continue”, “is/are likely to” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this report is as of the date of this report, and the Company undertakes no duty to update such information, except as required under applicable law.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MELCO RESORTS & ENTERTAINMENT LIMITED
By:	/s/ Stephanie Cheung
Name:	Stephanie Cheung
Title:	Chief Legal Officer and Company Secretary

Date: June 10, 2019

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Melco Resorts and Entertainment (Philippines) Corporation Company Disclosure filed with the Philippines Securities and Exchange Commission

EX-99.1

Exhibit 99.1

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-C

CURRENT REPORT UNDER SECTION 17

OF THE SECURITIES REGULATION CODE

AND SRC RULE 17.2 (c) THEREUNDER

1. June 10, 2019

Date of Report (Date of earliest event reported)

2. SEC Identification Number 58648        3.     BIR Tax Identification No. 000-410-840-000

4. MELCO RESORTS AND ENTERTAINMENT (PHILIPPINES) CORPORATION

Exact name of issuer as specified in its charter

5.   PHILIPPINES	6.   (SEC Use Only)
Province, country or other jurisdiction of incorporation	Industry Classification Code:

7. Asean Avenue cor. Roxas Boulevard, Brgy. Tambo, Parañaque City 1701

Address of principal office                                                              Postal Code

8. c/o (02) 691-8899

Issuer’s telephone number, including area code

9. N/A

Former name or former address, if changed since last report

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON	5,687,270,800

11. Indicate the item numbers reported herein: Items 9 – Other Events

Melco Resorts and Entertainment (Philippines) Corporation (“MRP” or the “Corporation”) hereby informs the public that, per Philippine Stock Exchange (“PSE”) Memorandum CN No. 2019-0023 dated May 14, 2019, MRP will be automatically delisted from the Official Registry of the PSE effective tomorrow, June 11, 2019, by reason of its public ownership remaining below the minimum threshold prescribed under the PSE Rules for a period of more than six (6) months.

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SIGNATURE

Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MELCO RESORTS AND ENTERTAINMENT (PHILIPPINES) CORPORATION

By: /s/ Marissa T. Academia

MARISSA T. ACADEMIA	June 10, 2019
Corporate Information Officer	Date

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