Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-014382
Date:2020-05-26
Issuer: RED ROCK RESORTS, INC. (RRR)
Original Submission Date:

Reporting Person:

FERTITTA LORENZO J
C/O RED ROCK RESORTS, INC.
1505 SOUTH PAVILION CENTER DRIVE LAS VEGAS, NV 89135

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-05-26 G 675,000 d $0.00 47,155,972 indirect f3,f4,f5,f6,f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 bona fide gift of 675,000 shares to l & t fertitta grandchildren's 2020 irrevocable trust, an irrevocable trust established for the benefit of the reporting person's grandchildren (the "l&t 2020 trust"). frank j. fertitta iv, the reporting person's nephew, serves as trustee of the l&t 2020 trust. the reporting person retains the right to remove the trustee.
f2 price is not applicable to acquisitions or dispositions resulting from bona fide gifts.
f3 lorenzo j. fertitta is a director of the issuer, and also a beneficial owner of 10% or more of the issuer's class a common stock (assuming that all of the units of membership interest in station holdco llc (the "llc units") beneficially owned by lorenzo j. fertitta were exchanged for the issuer's class a common stock) as a result of his ownership interest in fbm sub 1 llc ("fbm sub 1"), fertitta business management llc ("fbm") and fi station investor llc ("fi station"). the llc units are exchangeable 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.
f4 fi station is owned by fertitta investment llc ("fertitta investment"), kvf investments, llc ("kvf") and lna investments, llc ("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 of 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 sub 1 is owned and controlled by fbm.
f5 (continued from footnote 4) fbm is owned and controlled (i) 50% by the f & j fertitta family business trust (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 fertitta family business trust (the "l&t trust"), a revocable trust for which lorenzo j. fertitta has sole investment and voting power. certain shares of class a common stock of the issuer are held by (i) the lorenzo j. fertitta and teresa jo fertitta family trust (the "l&t fertitta family trust"), a revocable trust established for the benefit of lorenzo j. fertitta and teresa jo fertitta and for which lorenzo j. fertitta is co-trustee and has shared investment and voting power and (ii) the frank j. fertitta, iii 2006 irrevocable trust (the "fjf irrevocable trust"),
f6 (continued from footnote 5) an irrevocable trust established for the benefit of frank j. fertitta iii's three children and for which lorenzo j. fertitta is trustee and has sole investment and voting power. additionally, based on the reporting person's retained right to remove the trustee of the l&t 2020 trust, the reporting person may be deemed to be a beneficial owner of the shares transferred to the l&t 2020 trust.
f7 lorenzo j. fertitta disclaims beneficial ownership of any shares of class a common stock or llc units beneficially owned by fi station, fertitta investment, fbm sub 1, fbm, kvf, lna, the f&j trust, the l&t trust, the l&t fertitta family trust, the fjf irrevocable trust and the l&t 2020 trust, except to the extent of any pecuniary interest therein.
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