0001437749-15-005717.txt : 20150323 0001437749-15-005717.hdr.sgml : 20150323 20150323060240 ACCESSION NUMBER: 0001437749-15-005717 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150323 DATE AS OF CHANGE: 20150323 GROUP MEMBERS: STEPHEN A. WYNN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WYNN RESORTS LTD CENTRAL INDEX KEY: 0001174922 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 460484987 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78590 FILM NUMBER: 15717597 BUSINESS ADDRESS: STREET 1: 3131 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027707555 MAIL ADDRESS: STREET 1: 3131 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNN ELAINE P CENTRAL INDEX KEY: 0001196420 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 355 S. GRAND AVENUE STREET 2: 35TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D/A 1 wynne20150320_sc13da.htm SCHEDULE 13D/A wynne20150320_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934 (Amendment No. 10)

 

WYNN RESORTS, LIMITED

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

983134 10 7

(CUSIP Number)

 

Kim Sinatra

Brett J. Rodda

Senior Vice President and General Counsel

Munger, Tolles & Olson LLP

Wynn Resorts, Limited

355 South Grand Avenue

3131 Las Vegas Boulevard South

35th Floor

Las Vegas, Nevada 89109

Los Angeles, California 90071

(702) 770-2112

(213) 683-9100

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)
 

March 20, 2015

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

 


 

CUSIP NO. 983134 10 7

1.

Names of Reporting Persons. Stephen A. Wynn

   

2.

Check the Appropriate Box if a Member of a Group (see Instructions)

  (A) [ X ]
  (B) [ ]
   

3.

SEC Use Only

   

4.

Source of Funds (see Instructions)

  N/A
   

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__]

   

6.

Citizenship or Place of Organization

  United States of America
       

Number of Shares

7.

Sole Voting Power

Beneficially   0
Owned by Each    
Reporting Person

8.

Shared Voting Power

With   19,615,600 *
     
 

9.

Sole Dispositive Power

    0
     
 

10.

Shared Dispositive Power

    19,615,600 *
     

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

  19,615,600
   

12.

Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [__]

   

13.

Percent of Class Represented by Amount in Row 11

  19.3% *
   

14.

Type Of Reporting Person (See Instructions)

  IN
   

*

Includes 10,076,523 shares (the “SAW Shares”) held by Stephen A. Wynn (“Mr. Wynn”) and 9,539,077 shares (the “EW Shares”) held by Elaine P. Wynn (“Ms. Wynn” and, together with Mr. Wynn, the “Reporting Persons”). The EW Shares were previously held as community property by Mr. Wynn and Ms. Wynn and they were transferred to Ms. Wynn pursuant to a divorce settlement on January 6, 2010. The EW Shares may be deemed to be beneficially owned by Mr. Wynn under the amended and restated stockholders agreement, dated as of January 6, 2010, among Mr. Wynn, Ms. Wynn and Aruze USA, Inc. (“Aruze USA”) (the “Amended and Restated Stockholders Agreement”). Mr. Wynn disclaims beneficial ownership of the EW Shares.

 

 
 

 

 


 

CUSIP NO. 983134 10 7

1.

Names of Reporting Persons. Elaine P. Wynn

   

2.

Check the Appropriate Box if a Member of a Group (see Instructions)

  (A) [ X ]
  (B) [ ]
   

3.

SEC Use Only

   

4.

Source of Funds (see Instructions)

  N/A
   

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__]

   

6.

Citizenship or Place of Organization

  United States of America
       

Number of Shares

7.

Sole Voting Power

Beneficially   0
Owned by Each    
Reporting Person

8.

Shared Voting Power

With   19,615,600 *
     
 

9.

Sole Dispositive Power

    0
     
 

10.

Shared Dispositive Power

    19,615,600 *
     

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

  19,615,600
   

12.

Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [__]

   

13.

Percent of Class Represented by Amount in Row 11

  19.3% *
   

14.

Type Of Reporting Person (See Instructions)

  IN
   

 

*

Includes the EW Shares and the SAW Shares held by Mr. Wynn that may be deemed to be beneficially owned by Ms. Wynn under the Amended and Restated Stockholders Agreement. Ms. Wynn disclaims beneficial ownership of the SAW Shares.

 

 
 

 

 


 

This Amendment No. 10 hereby amends and supplements the Schedule 13D filed by Mr. Wynn with the Securities and Exchange Commission (the “Commission”) on November 13, 2002 (the “Original Schedule 13D”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on April 21, 2003 (“Amendment No. 1”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on September 22, 2003 (“Amendment No. 2”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on November 13, 2006 (“Amendment No. 3”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on August 3, 2009 (“Amendment No. 4”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on August 18, 2009 (“Amendment No. 5”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on January 6, 2010 (“Amendment No. 6”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on December 3, 2010 (“Amendment No. 7”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on December 20, 2010 (“Amendment No. 8”) and as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on March 5, 2012 (“Amendment No. 9” and, collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

The response set forth in Item 4 of the Schedule 13D, as previously amended, is hereby supplemented with the following information:

 

On March 20, 2015, Elaine P. Wynn filed a definitive proxy statement on Schedule 14A with the Commission to solicit proxies for use at the Company’s 2015 Annual Meeting of Stockholders, to be held on April 24, 2015. She intends to use such proxies to vote in favor of her re-election to the Board of Directors, and for the election of the Company’s nominee other than John J. Hagenbuch.

 

Nothing contained in this Schedule 13D shall be construed as a waiver or an admission by any Reporting Person with respect to any right, claim or agreement, nor shall the contents of, execution of or filing of the Schedule 13D be used as, or be deemed to be, evidence of any such waiver or admission in any manner, including in any future proceeding relating to any such right, claim or agreement.

 

Item 5. Interest in Securities of the Issuer.

 

The response set forth in Item 5 of the Schedule 13D, as previously amended, is hereby supplemented with the following information:

 

(a) See items 11 and 13 on the cover pages to this Schedule 13D for the aggregate number of shares and the percentage of the Company’s Common Stock owned by the Reporting Persons. All percentages in this Amendment No. 10 assume there to be 101,524,590 shares of Common Stock outstanding, as reported in the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on March 16, 2015.

 

(b) See items 7 through 10 on the cover pages to this Schedule 13D.

 

 

 

 

(c) The following table sets forth the transactions in the Common Stock effected by the Reporting Persons within sixty (60) days preceding the date hereof:

 

Date

 

Party

 

Type of Transaction

 

Type of Security

 

Number of Shares

 

Price Per Share

1/26/15

 

Ms. Wynn

 

Gift

 

Common Stock

 

69,257

 

$0.00

 

  

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 20, 2015

 

STEPHEN A. WYNN

   
   
 

/s/ Stephen A. Wynn

 

Stephen A. Wynn

   
   
 

ELAINE P. WYNN

   
   
 

/s/ Elaine P. Wynn

 

Elaine P. Wynn

 

 

 


 

EXHIBIT INDEX

 

Exhibit

 

Description

12

 

Joint Filing Agreement, dated April 21, 2003, between Stephen A. Wynn and Elaine P. Wynn (previously filed as Exhibit (g) to the Schedule 13D/A of Stephen A. Wynn and Elaine P. Wynn, Commission File No. 005-78590, filed on April 21, 2003 and incorporated herein by reference).

 

 

2