SEC Form 4 · accession 0001104659-16-117876
Red Rock Resorts, Inc. · RRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank J Fertitta III
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
May 2, 2016
Accepted (ET)
May 4, 2016 · 9:53 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 | May 2, 2016 | J | 42,199 | — | A | 42,199 | I | See Footnote |
| Class B Common StockF3 | May 2, 2016 | J | 23,864,524 | $0.00 | A | 23,864,524 | I | See Footnote |
| Class B Common StockF3 | May 2, 2016 | D | 752,574 | $0.00 | D | 23,111,950 | I | See Footnote |
| Class B Common StockF5 | May 2, 2016 | J | 23,956,354 | $0.00 | A | 23,956,354 | I | See Footnote |
| Class B Common StockF5 | May 2, 2016 | D | 712,852 | $0.00 | D | 23,243,502 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LLC UnitsF6,F7 | — | May 2, 2016 | J | 23,864,524 | A | — | — | Class A Common Stock | 23,864,524 | 23,864,524 | I |
| LLC UnitsF7,F6 | — | May 2, 2016 | D | 752,574 | D | — | — | Class A Common Stock | 752,574 | 23,111,950 | I |
| LLC UnitsF6,F8 | — | May 2, 2016 | J | 23,956,354 | A | — | — | Class A Common Stock | 23,956,354 | 23,956,354 | I |
| LLC UnitsF8,F6 | — | May 2, 2016 | D | 712,852 | D | — | — | Class A Common Stock | 712,852 | 23,243,502 | I |
Explanation of responses
- F1Represents 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.
- 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.
- F3The amount shown represents shares of the Issuer's Class B Common Stock owned by FI Station Investor LLC.
- F4The 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.
- F5The amount shown represents shares of the Issuer's Class B Common Stock owned by Fertitta Business Management LLC.
- F6On 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.
- F7The amount shown represents LLC Units owned by FI Station Investor LLC.
- F8The amount shown represents LLC Units owned by Fertitta Business Management LLC.
Remarks
See Exhibit 99 for the relationship among the reporting person and the entities described above.