SCHEDULE 13D
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CUSIP No.75700L108 | | | | Page 17 of 21 Pages |
EXPLANATORY NOTE
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on May 20, 2016 (“Amendment No. 1), as amended by Amendment No. 2 to Schedule 13D filed with the SEC on August 12, 2019 (“Amendment No. 2”), as amended by Amendment No. 3 to Schedule 13D filed with the SEC on August 16, 2019 (“Amendment No. 3”, and together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the “Schedule 13D”), as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 4 have the meanings given to such terms in the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, as the case may be.
Item 2. Identity and Background
The second paragraph of Item 2(a) is amended and restated to read as follows:
As of the date of this statement, (i) FI Station is the record owner of 42,199 shares of Class A Common Stock, 22,613,985 shares of Class B Common Stock and 22,613,985 LLC Units, (ii) FBM Sub 1 is the record owner of 6,000,000 shares of Class B Common Stock and 6,000,000 LLC Units; (iii) FBM is the record owner of 16,771,819 shares of Class B Common Stock and 16,771,819 LLC Units, (iv) the F&J Fertitta Family Trust is the record owner of 1,354,239 shares of Class A Common Stock, (v) the L&T Fertitta Family Trust is the record owner of 1,354,239 shares of Class A Common Stock, (vi) the FJF Irrevocable Trust is the record owner of 338,559 shares of Class A Common Stock, and (vii) the LJF Irrevocable Trust is the record owner of 338,560 shares of Class A Common Stock. FI Station’s principal business is to invest in the equity securities of Holdco and the Issuer. FBM Sub 1’s principal business is to hold securities of Holdco and the Issuer. FBM’s principal business is to invest in the equity securities of Holdco and the Issuer as well as other business enterprises of Frank J. Fertitta, III and Lorenzo J. Fertitta. The principal business of each of the F&J Fertitta Family Trust, L&T Fertitta Family Trust, FJF Irrevocable Trust and LJF Irrevocable Trust is to hold assets for its beneficiaries. Fertitta Investment is the majority member of FI Station, and Fertitta Investments’ principal business is to act as such. KVF and LNA are members of FI Station and Fertitta Investment and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. The F&J Trust and the L&T Trust are the members of FBM and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. Fertitta Holdco is the manager of FI Station and Fertitta Investment and its principal business is to manage FI Station and Fertitta Investment and other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended by adding the following paragraph:
Between August 19, 2019 and August 23, 2019, the F&J Fertitta Family Trust, the L&T Fertitta Family Trust, the FJF Irrevocable Trust and the LJF Irrevocable Trust purchased an aggregate of 1,136,897 shares of Class A Common Stock for aggregate consideration of $21,978,275 (inclusive of broker fees). The purchases are funded primarily with separate loans to each of the F&J Fertitta Family Trust, the L&T Fertitta Family Trust, the FJF Irrevocable Trust and the LJF Irrevocable Trust (each, a “Trust Direct Stockholder”) from a limited partnership in which each of the Trust Direct Stockholders is a limited partner, as well as from cash on hand. See Item 6 below.
Item 5. Interest in Securities of the Issuer
Item 5(a) and (b) are amended and restated to read as follows:
(a) and (b) The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person (based on 70,328,141 shares of Class A Common Stock outstanding as of July 31, 2019). The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule13d-3.
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