UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
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:
Deborah J. Conrad, Esq.
Milbank LLP
2029 Century Park East, 33rd Floor
Los Angeles, California 90067
(424) 386-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 21, 2020
(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 21 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
28,208,745 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
28,208,745 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
28,208,745 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
28.37% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
2
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 3 of 21 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
22,656,184 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
22,656,184 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
22,656,184 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
24.14% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
3
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 4 of 21 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
6,000,000 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
6,000,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
6,000,000 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
7.77% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
4
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 5 of 21 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
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)
3.79% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
5
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 6 of 21 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)
3.79% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
6
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 7 of 21 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
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)
1.18% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
7
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 8 of 21 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)
1.18% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
8
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 9 of 21 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
22,656,184 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
22,656,184 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
22,656,184 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
24.14% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
9
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 10 of 21 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
20,906,616 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
20,906,616 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
20,906,616 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
22.70% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
10
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 11 of 21 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
8,609,629 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
8,609,629 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
8,609,629 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
10.79% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
11
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 12 of 21 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
8,609,629 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
8,609,629 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
8,609,629 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
10.79% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
12
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 13 of 21 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
14,104,372 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
14,104,372 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
14,104,372 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
16.53% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
13
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 14 of 21 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
14,104,372 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
14,104,372 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
14,104,372 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
16.53% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
14
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 15 of 21 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)
0.95% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
15
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 16 of 21 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)
0.95% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
16
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 17 of 21 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
49,643,672 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
49,643,672 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
49,643,672 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
42.57% | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
17
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 18 of 21 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
49,643,672 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
49,643,672 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
49,643,672 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
42.57% | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
18
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 19 of 21 Pages |
EXPLANATORY NOTE
This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) 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” 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 and Amendment No. 7, the “Schedule 13D”), as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 9 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 and Amendment No. 8, as the case may be.
Item 2. Identity and Background
The second paragraph of Item 2(a) is amended and restated in its entirety to read as follows:
As of the date of this statement, (i) FI Station is the record owner of 42,199 shares of Class A Common Stock, 22,613,985 shares of Class B Common Stock and 22,613,985 LLC Units, (ii) FBM Sub 1 is the record owner of 6,000,000 shares of Class B Common Stock and 6,000,000 LLC Units; (iii) FBM is the record owner of 10,127 shares of Class A Common Stock, 28,198,618 shares of Class B Common Stock and 28,198,618 LLC Units, (iv) the F&J Fertitta Family Trust is the record owner of 2,697,535 shares of Class A Common Stock, (v) the L&T Fertitta Family Trust is the record owner of 2,697,535 shares of Class A Common Stock, (vi) the FJF Irrevocable Trust is the record owner of 843,134 shares of Class A Common Stock, (vii) the LJF Irrevocable Trust is the record owner of 843,134 shares of Class A Common Stock, (viii) F&J Fertitta Grandchildren’s Trust is the record owner of 675,000 shares of Class A Common Stock and (ix) L&T Fertitta Grandchildren’s Trust is the record owner of 675,000 shares of Class A Common Stock. FI Station’s principal business is to invest in the equity securities of Holdco and the Issuer. FBM Sub 1’s principal business is to hold securities of Holdco and the Issuer. FBM’s principal business is to invest in the equity securities of Holdco and the Issuer as well as other business enterprises of Frank J. Fertitta, III and Lorenzo J. Fertitta. The principal business of each of the F&J Fertitta Family Trust, L&T Fertitta Family Trust, FJF Irrevocable Trust, LJF Irrevocable Trust, F&J Fertitta Grandchildren’s Trust and L&T Fertitta Grandchildren’s Trust is to hold assets for its beneficiaries. Fertitta Investment is the majority member of FI Station, and Fertitta Investments’ principal business is to act as such. KVF and LNA are members of FI Station and Fertitta Investment and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. The F&J Trust and the L&T Trust are the members of FBM and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. Fertitta Holdco is the manager of FI Station and Fertitta Investment and its principal business is to manage FI Station and Fertitta Investment and other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended by adding the following paragraph:
Between August 18, 2020 and August 21, 2020, the F&J Fertitta Family Trust, the L&T Fertitta Family Trust, the FJF Irrevocable Trust and the LJF Irrevocable Trust purchased an aggregate of 760,400 shares of Class A Common Stock for aggregate consideration of $12,726,272 (inclusive of broker fees). The purchases were funded from cash on hand.
19
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 20 of 21 Pages |
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 (based on 71,227,537 shares of Class A Common Stock outstanding as of July 31, 2020). 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) | ||
| FBM |
28,208,745 | 28.37% | ||
| FI Station |
22,656,184 | 24.14% | ||
| FBM Sub 1 |
6,000,000 | 7.77% | ||
| F&J Fertitta Family Trust |
2,697,535 | 3.79% | ||
| L&T Fertitta Family Trust |
2,697,535 | 3.79% | ||
| FJF Irrevocable Trust |
843,134 | 1.18% | ||
| LJF Irrevocable Trust |
843,134 | 1.18% | ||
| Fertitta Holdco |
22,656,184 | 24.14% | ||
| Fertitta Investment |
20,906,616 | 22.70% | ||
| KVF |
8,609,629 | 10.79% | ||
| LNA |
8,609,629 | 10.79% | ||
| F&J Trust |
14,104,372 | 16.53% | ||
| L&T Trust |
14,104,372 | 16.53% | ||
| F&J Fertitta Grandchildren’s Trust |
675,000 | 0.95% | ||
| L&T Fertitta Grandchildren’s Trust |
675,000 | 0.95% | ||
| Frank J. Fertitta III |
49,643,672 | 42.57% | ||
| Lorenzo J. Fertitta |
49,643,672 | 42.57% | ||
| Total for Group |
53,859,341 | 46.19% |
| (1) | Based on the number of shares of Class A Common Stock (71,227,537) issued and outstanding as of July 31, 2020, and assuming all outstanding LLC Units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis. |
Item 5(c) is amended and restated to read as follows:
(c) All transactions in the Class A Common Stock effected by the Reporting Persons in the past sixty days are set forth in Exhibit 19 attached hereto. All such transactions were effected in the open market through a broker, and the prices exclude commissions.
Item 7. Material to be Filed as Exhibits
| Exhibit |
Description | |
| Exhibit 1 | 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. 5 to the Schedule 13D filed by certain of the Reporting Persons on August 10, 2020). | |
| Exhibit 2 | Power of Attorney for Frank J. Fertitta III (incorporated by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 3 | Power of Attorney for Fertitta Business Management LLC (incorporated by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 4 | Power of Attorney for FI Station Investor LLC (incorporated by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
20
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 21 of 21 Pages |
| Exhibit 5 | Power of Attorney for Fertitta Investment LLC (incorporated by reference to Exhibit 4 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 6 | Power of Attorney for KVF Investments, LLC (incorporated by reference to Exhibit 5 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 7 | Power of Attorney for LNA Investments, LLC (incorporated by reference to Exhibit 7 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 8 | Power of Attorney for F & J Fertitta Family Business Trust (incorporated by reference to Exhibit 8 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 9 | Power of Attorney for L & T Fertitta Family Business Trust (incorporated by reference to Exhibit 9 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 10 | Power of Attorney for Lorenzo J. Fertitta (incorporated by reference to Exhibit 10 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 11 | Power of Attorney for Fertitta Holdco LLC (incorporated by reference to Exhibit 11 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016). | |
| Exhibit 12 | Power of Attorney for The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (incorporated by reference to Exhibit 11 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019). | |
| Exhibit 13 | Power of Attorney for The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust (incorporated by reference to Exhibit 12 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019). | |
| Exhibit 14 | Power of Attorney for Frank J. Fertitta, III 2006 Irrevocable Trust (incorporated by reference to Exhibit 13 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019). | |
| Exhibit 15 | Power of Attorney for Lorenzo J. Fertitta 2006 Irrevocable Trust (incorporated by reference to Exhibit 14 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019). | |
| Exhibit 16 | Power of Attorney for FBM Sub 1 LLC (incorporated by reference to Exhibit 15 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019). | |
| Exhibit 17 | Power of Attorney for F & J Fertitta Grandchildren’s 2020 Irrevocable Trust (incorporated by reference to Exhibit 17 to Amendment No. 5 to the Schedule 13D filed by the Reporting Persons on August 10, 2020). | |
| Exhibit 18 | Power of Attorney for L & T Fertitta Grandchildren’s 2020 Irrevocable Trust (incorporated by reference to Exhibit 18 to Amendment No. 5 to the Schedule 13D filed by the Reporting Persons on August 10, 2020). | |
| Exhibit 19 | Schedule of transactions effected during the last 60 days. | |
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: August 25, 2020
| Fertitta Business Management LLC | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| FI Station Investor LLC | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| FBM Sub 1 LLC | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| Frank J. Fertitta, III 2006 Irrevocable Trust | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| Lorenzo J. Fertitta 2006 Irrevocable Trust | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| Fertitta Investment LLC | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| Fertitta Holdco LLC | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| LNA Investments, LLC | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| KVF Investments, LLC | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| F & J Fertitta Family Business Trust | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| L & T Fertitta Family Business Trust | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| F & J Fertitta Grandchildren’s 2020 Irrevocable Trust | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| L & T Fertitta Grandchildren’s 2020 Irrevocable Trust | ||
| By: | /s/ John Hertig | |
| Name: John Hertig | ||
| Title: Attorney-in-Fact | ||
| /s/ John Hertig as Attorney-in-Fact | ||
| Frank J. Fertitta III | ||
| /s/ John Hertig as Attorney-in-Fact | ||
| Lorenzo J. Fertitta | ||
Exhibit 19
Schedule of transactions effected during the last 60 days
| Reporting Person |
Trade Date |
Shares Purchased | Weighted Average Price per Share ($) |
Low Price per Share ($) |
High Price per Share ($) |
|||||||||||||
| F&J Fertitta Family Trust |
August 6, 2020 | 144,502 | 13.195 | 12.480 | 13.470 | |||||||||||||
| F&J Fertitta Family Trust |
August 6, 2020 | 38,698 | 13.504 | 13.475 | 13.597 | |||||||||||||
| F&J Fertitta Family Trust |
August 7, 2020 | 212,000 | 13.725 | 13.375 | 13.950 | |||||||||||||
| L&T Fertitta Family Trust |
August 6, 2020 | 144,502 | 13.195 | 12.480 | 13.470 | |||||||||||||
| L&T Fertitta Family Trust |
August 6, 2020 | 38,698 | 13.504 | 13.475 | 13.597 | |||||||||||||
| L&T Fertitta Family Trust |
August 7, 2020 | 212,000 | 13.725 | 13.375 | 13.950 | |||||||||||||
| FJF Irrevocable Trust |
August 6, 2020 | 36,126 | 13.195 | 12.480 | 13.470 | |||||||||||||
| FJF Irrevocable Trust |
August 6, 2020 | 9,674 | 13.504 | 13.475 | 13.597 | |||||||||||||
| FJF Irrevocable Trust |
August 7, 2020 | 53,000 | 13.725 | 13.375 | 13.950 | |||||||||||||
| LJF Irrevocable Trust |
August 6, 2020 | 36,126 | 13.195 | 12.480 | 13.470 | |||||||||||||
| LJF Irrevocable Trust |
August 6, 2020 | 9,674 | 13.504 | 13.475 | 13.597 | |||||||||||||
| LJF Irrevocable Trust |
August 7, 2020 | 53,000 | 13.725 | 13.375 | 13.950 | |||||||||||||
| F&J Fertitta Family Trust |
August 10, 2020 | 564,000 | 14.116 | 13.900 | 14.660 | |||||||||||||
| L&T Fertitta Family Trust |
August 10, 2020 | 564,000 | 14.116 | 13.900 | 14.660 | |||||||||||||
| FJF Irrevocable Trust |
August 10, 2020 | 141,000 | 14.116 | 13.900 | 14.660 | |||||||||||||
| LJF Irrevocable Trust |
August 10, 2020 | 141,000 | 14.116 | 13.900 | 14.660 | |||||||||||||
| F&J Fertitta Family Trust |
August 11, 2020 | 260,000 | 14.634 | 14.510 | 14.780 | |||||||||||||
| L&T Fertitta Family Trust |
August 11, 2020 | 260,000 | 14.634 | 14.510 | 14.780 | |||||||||||||
| FJF Irrevocable Trust |
August 11, 2020 | 65,000 | 14.634 | 14.510 | 14.780 | |||||||||||||
| LJF Irrevocable Trust |
August 11, 2020 | 65,000 | 14.634 | 14.510 | 14.780 | |||||||||||||
| F&J Fertitta Family Trust |
August 12, 2020 | 100,000 | 15.187 | 14.970 | 15.640 | |||||||||||||
| L&T Fertitta Family Trust |
August 12, 2020 | 100,000 | 15.187 | 14.970 | 15.640 | |||||||||||||
| FJF Irrevocable Trust |
August 12, 2020 | 25,000 | 15.187 | 14.970 | 15.640 | |||||||||||||
| LJF Irrevocable Trust |
August 12, 2020 | 25,000 | 15.187 | 14.970 | 15.640 | |||||||||||||
| F&J Fertitta Family Trust |
August 13, 2020 | 140,800 | 15.242 | 14.965 | 15.460 | |||||||||||||
| Reporting Person |
Trade Date |
Shares Purchased | Weighted Average Price per Share ($) |
Low Price per Share ($) |
High Price per Share ($) |
|||||||||||||
| L&T Fertitta Family Trust |
August 13, 2020 | 140,800 | 15.242 | 14.965 | 15.460 | |||||||||||||
| FJF Irrevocable Trust |
August 13, 2020 | 35,200 | 15.242 | 14.965 | 15.460 | |||||||||||||
| LJF Irrevocable Trust |
August 13, 2020 | 35,200 | 15.242 | 14.965 | 15.460 | |||||||||||||
| F&J Fertitta Family Trust |
August 14, 2020 | 116,000 | 16.363 | 16.020 | 16.890 | |||||||||||||
| L&T Fertitta Family Trust |
August 14, 2020 | 116,000 | 16.363 | 16.020 | 16.890 | |||||||||||||
| FJF Irrevocable Trust |
August 14, 2020 | 29,000 | 16.363 | 16.020 | 16.890 | |||||||||||||
| LJF Irrevocable Trust |
August 14, 2020 | 29,000 | 16.363 | 16.020 | 16.890 | |||||||||||||
| F&J Fertitta Family Trust |
August 17, 2020 | 110,000 | 16.430 | 16.375 | 16.475 | |||||||||||||
| L&T Fertitta Family Trust |
August 17, 2020 | 110,000 | 16.430 | 16.375 | 16.475 | |||||||||||||
| FJF Irrevocable Trust |
August 17, 2020 | 27,500 | 16.430 | 16.375 | 16.475 | |||||||||||||
| LJF Irrevocable Trust |
August 17, 2020 | 27,500 | 16.430 | 16.375 | 16.475 | |||||||||||||
| F&J Fertitta Family Trust |
August 18, 2020 | 70,000 | 16.020 | 15.455 | 16.450 | |||||||||||||
| L&T Fertitta Family Trust |
August 18, 2020 | 70,000 | 16.020 | 15.455 | 16.450 | |||||||||||||
| FJF Irrevocable Trust |
August 18, 2020 | 17,500 | 16.020 | 15.455 | 16.450 | |||||||||||||
| LJF Irrevocable Trust |
August 18, 2020 | 17,500 | 16.020 | 15.455 | 16.450 | |||||||||||||
| F&J Fertitta Family Trust |
August 19, 2020 | 2,160 | 16.336 | 16.255 | 16.595 | |||||||||||||
| L&T Fertitta Family Trust |
August 19, 2020 | 2,160 | 16.336 | 16.255 | 16.595 | |||||||||||||
| FJF Irrevocable Trust |
August 19, 2020 | 540 | 16.336 | 16.255 | 16.595 | |||||||||||||
| LJF Irrevocable Trust |
August 19, 2020 | 540 | 16.336 | 16.255 | 16.595 | |||||||||||||
| F&J Fertitta Family Trust |
August 21, 2020 | 232,000 | 16.937 | 16.845 | 17.060 | |||||||||||||
| L&T Fertitta Family Trust |
August 21, 2020 | 232,000 | 16.937 | 16.845 | 17.060 | |||||||||||||
| FJF Irrevocable Trust |
August 21, 2020 | 58,000 | 16.937 | 16.845 | 17.060 | |||||||||||||
| LJF Irrevocable Trust |
August 21, 2020 | 58,000 | 16.937 | 16.845 | 17.060 | |||||||||||||