0001104659-16-117876.txt : 20160504 0001104659-16-117876.hdr.sgml : 20160504 20160504215307 ACCESSION NUMBER: 0001104659-16-117876 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160502 FILED AS OF DATE: 20160504 DATE AS OF CHANGE: 20160504 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Red Rock Resorts, Inc. CENTRAL INDEX KEY: 0001653653 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 475081182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 7024953000 MAIL ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Station Casinos Corp. DATE OF NAME CHANGE: 20150921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FERTITTA FRANK J III CENTRAL INDEX KEY: 0000941343 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37754 FILM NUMBER: 161621357 MAIL ADDRESS: STREET 1: 2411 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 4 1 a4.xml 4 X0306 4 2016-05-02 0 0001653653 Red Rock Resorts, Inc. RRR 0000941343 FERTITTA FRANK J III C/O RED ROCK RESORTS, INC. 1505 SOUTH PAVILION CENTER DRIVE LAS VEGAS NV 89135 1 1 1 0 Chief Executive Officer Class A Common Stock 2016-05-02 4 J 0 42199 A 42199 I See Footnote Class B Common Stock 2016-05-02 4 J 0 23864524 0.0000 A 23864524 I See Footnote Class B Common Stock 2016-05-02 4 D 0 752574 0.0000 D 23111950 I See Footnote Class B Common Stock 2016-05-02 4 J 0 23956354 0.0000 A 23956354 I See Footnote Class B Common Stock 2016-05-02 4 D 0 712852 0.0000 D 23243502 I See Footnote LLC Units 2016-05-02 4 J 0 23864524 A Class A Common Stock 23864524 23864524 I See Footnote LLC Units 2016-05-02 4 D 0 752574 18.33 D Class A Common Stock 752574 23111950 I See Footnote LLC Units 2016-05-02 4 J 0 23956354 A Class A Common Stock 23956354 23956354 I See Footnote LLC Units 2016-05-02 4 D 0 712852 18.33 D Class A Common Stock 712852 23243502 I See Footnote Represents the amount of shares of the Issuer's Class A Common Stock acquired on May 2, 2016 in connection with the Issuer's reorganization transactions completed immediately prior to the consummation of its initial public offering (the "IPO") of Class A Common Stock. These shares were issued to FI Station Investor LLC in consideration of the merger of PB Investor II LLC, a Delaware limited liability company, with a subsidiary of the Issuer. In the reorganization of Station Holdco LLC ("Station Holdco") and the creation of the Issuer as a public holding company for Station Holdco (the "Reorganization"), shares of the Class B common stock, par value $0.00001 per share, of the Issuer (the "Class B Shares") were issued and sold at par value to the holders prior to the Reorganization of the membership interests in Station Holdco. One Class B share was issued and sold for each unit of membership interest in Station Holdco (the "LLC Units") received in the Reorganization. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation filed in connection with the Reorganization, the Class B Shares (i) confer no economic rights on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued to the permitted holders of LLC Units. The amount shown represents shares of the Issuer's Class B Common Stock owned by FI Station Investor LLC. The Issuer used a portion of the proceeds from the IPO to purchase LLC units and an equivalent number of shares of the Issuer's Class B Common Stock from each of FI Station Investor LLC and Fertitta Business Management LLC on the same day immediately after completion of the IPO. The amount shown represents shares of the Issuer's Class B Common Stock owned by Fertitta Business Management LLC. On May 2, 2016, immediately prior to the consummation of the initial public offering of the Issuer, the Limited Liability Agreement of Station Holdco LLC was amended and restated and the parties thereto entered into an Exchange Agreement pursuant to which the LLC Units became exchangeable (together with a corresponding number of Class B Shares) 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 acquisition of the derivative securities resulting from the execution of Exchange Agreement and the amended and restated Limited Liability Company of Station Holdco was exempt from Section 16 of the Securities Exchange Act of 1934, as amended. The LLC Units have no expiration date. The implied value of the LLC Units at the time of the amendment and restatement of the Limited Liability Company Agreement and the execution of the Exchange Agreement was $19.50. The amount shown represents LLC Units owned by FI Station Investor LLC. The amount shown represents LLC Units owned by Fertitta Business Management LLC. See Exhibit 99 for the relationship among the reporting person and the entities described above. /s/ John Hertig, Attorney-in-Fact for Frank J. Fertitta III 2016-05-04 EX-99 2 ex-99.htm EX-99

Exhibit 99

This Form 4 is being filed by Frank J. Fertitta III as a director and officer of the Issuer. Frank J. Fertitta III is also a beneficial owner of 10% or more of the Issuer’s Class A Common Stock (assuming that all of the LLC Units beneficially owned by Frank J. Fertitta III were exchanged for the Issuer’s Class A Common Stock) as a result of his ownership interest in Fertitta Business Management LLC (“FBM”) and FI Station Investor LLC (“FI Station”).

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 for 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 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.

Frank J. Fertitta III disclaims beneficial ownership of any shares of Class A Common Stock, Class B Common Stock and LLC Units beneficially owned by FI Station, Fertitta Investment, FBM, KVF, LNA, the F&J Trust and the L&T Trust, except to the extent of any pecuniary interest therein.