SEC Form 3
| 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)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/02/2016 | 3. Issuer Name and Ticker or Trading Symbol Red Rock Resorts, Inc. [ RRR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
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) |
| Class A Common Stock | 42,199 | I | See footnotes(1)(2)(4) |
| Class B Common Stock | 23,864,524(5) | I | See footnotes(1)(2)(4) |
| Class B Common Stock | 23,956,354(5) | D(3)(4) | |
| 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 | ||||
| LLC Units | (6) | (6) | Class A Common Stock | 23,864,524 | (6) | I | See footnotes(1)(2)(4) |
| LLC Units | (6) | (6) | Class A Common Stock | 23,956,354 | (6) | D(3)(4) | |
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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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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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. This Form 3 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. |
| 2. These securities are owned directly by FI Station, 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. 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 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. 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. |
| 3. These securities are owned directly by FBM. |
| 4. Each 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. |
| 5. 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. |
| 6. 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 LLC Units have no expiration date. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney for Fertitta Business Management LLC Exhibit 24.2 - Power of Attorney for FI Station Investor LLC Exhibit 24.3 - Power of Attorney for Fertitta Investment LLC Exhibit 24.4 - Power of Attorney for KVF Investments, LLC Exhibit 24.5 - Power of Attorney for LNA Investments, LLC Exhibit 24.6 - Power of Attorney for F & J Fertitta Family Business Trust Exhibit 24.7 - Power of Attorney for L & T Fertitta Family Business Trust |
| /s/ John Hertig, Attorney-in-Fact for Fertitta Business Management LLC | 05/04/2016 | |
| /s/ John Hertig, Attorney-in-Fact for FI Station Investor LLC | 05/04/2016 | |
| /s/ John Hertig, Attorney-in-Fact for Fertitta Investment LLC | 05/04/2016 | |
| /s/ John Hertig, Attorney-in-Fact for KVF Investments, LLC | 05/04/2016 | |
| /s/ John Hertig, Attorney-in-Fact for LNA Investments, LLC | 05/04/2016 | |
| /s/ John Hertig, Attorney-in-Fact for F & J Fertitta Family Business Trust | 05/04/2016 | |
| /s/ John Hertig, Attorney-in-Fact for L & T Fertitta Family Business Trust | 05/04/2016 | |
| /s/ John Hertig, Attorney-in-Fact for Frank J. Fertitta III | 05/04/2016 | |
| /s/ John Hertig, Attorney-in-Fact for Lorenzo J. Fertitta | 05/04/2016 | |
| ** 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. | ||