| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/13/2025 |
3. Issuer Name and Ticker or Trading Symbol
WYNN RESORTS LTD [ WYNN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 10,900,000 | I | See footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Derivative Transaction (right to buy and obligation to buy) | (3) | 05/13/2025 | Common Stock | 1,683,500 | 85.7333 | I | See footnotes(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The amount of Common Stock reported herein includes: (i) 161,925 shares of Common Stock that are held of record by Mr. Fertitta; (ii) 10,000 shares of Common Stock that are held of record by Fertitta Entertainment, Inc.; (iii) 6,863,324 shares of Common Stock that are held of record by Hospitality Headquarters, Inc. ("Hospitality Headquarters"); and (iv) 3,864,751 shares of Common Stock that are held of record by Fertitta Entertainment, LLC. |
| 2. Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc., which is the sole shareholder of Hospitality Headquarters and the sole indirect owner of Fertitta Entertainment, LLC. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities held of record by Fertitta Entertainment, Inc., Hospitality Headquarters and Fertitta Entertainment, LLC. |
| 3. Hospitality Headquarters has entered into a share option transaction pursuant to which at any time prior to May 13, 2025, Hospitality Headquarters may purchase from the counterparty the amount of shares disclosed herein at the price disclosed herein plus a financing amount, or may be obligated to purchase from the counterparty on May 13, 2025, the same number of shares at the same price plus a financing amount. Such purchase is conditioned upon the Reporting Persons obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; otherwise the share option transaction will be settled in cash, in which case Hospitality Headquarters will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the amount of shares disclosed herein during a period determined in accordance with the share option transaction relative to the price disclosed herein (plus a financing amount). |
| /s/ Tilman J. Fertitta | 02/24/2025 | |
| Fertitta Entertainment, Inc., By: /s/ Tilman J. Fertitta, President and CEO | 02/24/2025 | |
| Hospitality Headquarters, Inc., By: /s/ Tilman J. Fertitta, President and CEO | 02/24/2025 | |
| Fertitta Entertainment, LLC, By: /s/ Tilman J. Fertitta, President | 02/24/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
