SEC Form 4 · accession 0001104659-16-117878
Red Rock Resorts, Inc. · RRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Frank J Fertitta III
Director · 10% Owner
Lorenzo J Fertitta
Director · 10% Owner
Fertitta Business Management LLC
Director · 10% Owner
FI Station Investor LLC
Director · 10% Owner
KVF Investments, LLC
Director · 10% Owner
LNA Investments, LLC
Director · 10% Owner
L & T Fertitta Family Business Trust
Director · 10% Owner
F & J Fertitta Family Business Trust
Director · 10% Owner
Fertitta Investment LLC
Director · 10% Owner
Period of report
May 2, 2016
Accepted (ET)
May 4, 2016 · 9:54 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 B Common StockF1,F3,F4,F6 | May 2, 2016 | D | 752,574 | $0.00 | D | 23,111,950 | I | See footnotes |
| Class B Common StockF5,F6 | May 2, 2016 | D | 712,852 | $0.00 | D | 23,243,502 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LLC UnitsF1,F3,F4,F6,F7 | — | May 2, 2016 | D | 752,574 | D | — | — | Class A Common Stock | 752,574 | 23,111,950 | I |
| LLC UnitsF7,F6,F5 | — | May 2, 2016 | D | 712,852 | D | — | — | Class A Common Stock | 712,852 | 23,243,502 | D |
Explanation of responses
- F1This Form 4 is being filed by (i) FI Station Investor LLC ("FI Station"); (ii) Fertitta Investment LLC ("Fertitta Investment"), in its capacity as the majority member of FI Station; (iii) KVF Investments, LLC ("KVF") in its capacity as a member of FI Station and Fertitta Investment; (iv) LNA Investments, LLC ("LNA") in its capacity as a member of FI Station and Fertitta Investment; (v) Fertitta Business Management LLC ("FBM"), in its capacity as the direct owner of the Issuer's securities as set forth herein and as a member of Fertitta Investment; (vi) F & J Fertitta Family Business Trust (the "F&J Trust"), in its capacity as a member of FBM; (vii) L & T Fertitta Family Business Trust (the "L&T Trust"), in its capacity as a member of FBM; (viii) Frank J. Fertitta III; and (x) Lorenzo J. Fertitta.
- F2The 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 and Fertitta Business Management LLC on the same day immediately after completion of the Issuer's IPO.
- F3These securities were sold by FI Station Investor LLC which is owned by Fertitta Investment, KVF and 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. Frank J. Fertitta III disclaims beneficial ownership of any shares of Class A Common Stock, Class B Common Stock and LLC Units (as defined herein) beneficially owned by KVF, except to the extent of any pecuniary interest therein. LNA is managed by Lorenzo J. Fertitta and is beneficially owned by various trusts established for the benefit of his three children.
- F4Lorenzo J. Fertitta disclaims beneficial ownership of any shares of Class A Common Stock, Class B Common Stock and LLC Units beneficially owned by LNA, except to the extent of any pecuniary interest therein. FBM is owned and controlled (i) 50% by 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 Trust, a revocable trust for which Lorenzo J. Fertitta has sole investment and voting power.
- F5These securities were sold by FBM.
- F6Each of the Reporting Persons disclaims beneficial ownership of any shares of Class A Common Stock, Class B Common Stock and LLC Units beneficially owned by the other Reporting Persons, except to the extent of any pecuniary interest therein.
- F7The LLC Units are 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 LLC Units have no expiration date.