SEC Form 4 · accession 0001104659-16-116824
Red Rock Resorts, Inc. · RRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen L Cavallaro
Officer — Executive Vice Chairman
Period of report
Apr 29, 2016
Accepted (ET)
May 2, 2016 · 9:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001653653
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Apr 29, 2016 | A | 38,461 | $0.00 | A | 38,461 | D | |
| Class B Common Stock | May 2, 2016 | J | 988,032 | $0.00 | A | 988,032 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3 | $19.50 | Apr 29, 2016 | A | 125,000 | A | — | May 2, 2023 | Class A Common Stock | 125,000 | 125,000 | D |
| LLC UnitsF4 | — | May 2, 2016 | J | 988,032 | A | — | — | Class A Common Stock | 988,032 | 988,032 | I |
Explanation of responses
- F1Represents a restricted stock award (the "Restricted Stock Award") pursuant to the Issuer's 2016 Equity Incentive Plan. The Restricted Stock Award vests 50% per year on each of the third and fourth anniversaries of May 2, 2016, subject to the Reporting Person's continued service with the Registrant.
- F2In 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.
- F3Represents a stock option award (the "Stock Option Award") pursuant to the Issuer's 2016 Equity Incentive Plan. The Stock Option Award vests in four equal annual installments beginning on May 2, 2017, subject to the Reporting Person's continued service with the Registrant.
- F4On 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.