SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FERTITTA FRANK J III

(Last)

(First)

(Middle)

C/O RED ROCK RESORTS, INC.

1505 SOUTH PAVILION CENTER DRIVE

(Street)

LAS VEGAS

89135

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Red Rock Resorts, Inc. [ RRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/02/2016		J⁽¹⁾		42,199	A	⁽¹⁾	42,199	I	See Footnote⁽¹⁾
Class B Common Stock	05/02/2016		J⁽²⁾		23,864,524	A	$0.0000	23,864,524	I	See Footnote⁽³⁾
Class B Common Stock	05/02/2016		D⁽⁴⁾		752,574	D	$0.0000	23,111,950	I	See Footnote⁽³⁾
Class B Common Stock	05/02/2016		J⁽²⁾		23,956,354	A	$0.0000	23,956,354	I	See Footnote⁽⁵⁾
Class B Common Stock	05/02/2016		D⁽⁴⁾		712,852	D	$0.0000	23,243,502	I	See Footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Units	⁽⁶⁾	05/02/2016		J⁽⁶⁾		23,864,524		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	23,864,524	⁽⁶⁾	23,864,524	I	See Footnote⁽⁷⁾
LLC Units	⁽⁶⁾	05/02/2016		D⁽⁴⁾			752,574	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	752,574	$18.33	23,111,950	I	See Footnote⁽⁷⁾
LLC Units	⁽⁶⁾	05/02/2016		J⁽⁶⁾		23,956,354		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	23,956,354	⁽⁶⁾	23,956,354	I	See Footnote⁽⁸⁾
LLC Units	⁽⁶⁾	05/02/2016		D⁽⁴⁾			712,852	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	712,852	$18.33	23,243,502	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. Represents the amount of shares of the Issuer's Class A Common Stock acquired on May 2, 2016 in connection with the Issuer's reorganization transactions completed immediately prior to the consummation of its initial public offering (the "IPO") of Class A Common Stock. These shares were issued to FI Station Investor LLC in consideration of the merger of PB Investor II LLC, a Delaware limited liability company, with a subsidiary of the Issuer.

2. 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.

3. The amount shown represents shares of the Issuer's Class B Common Stock owned by FI Station Investor LLC.

4. The Issuer used a portion of the proceeds from the IPO to purchase LLC units and an equivalent number of shares of the Issuer's Class B Common Stock from each of FI Station Investor LLC and Fertitta Business Management LLC on the same day immediately after completion of the IPO.

5. The amount shown represents shares of the Issuer's Class B Common Stock owned by Fertitta Business Management LLC.

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 acquisition of the derivative securities resulting from the execution of Exchange Agreement and the amended and restated Limited Liability Company of Station Holdco was exempt from Section 16 of the Securities Exchange Act of 1934, as amended. The LLC Units have no expiration date. The implied value of the LLC Units at the time of the amendment and restatement of the Limited Liability Company Agreement and the execution of the Exchange Agreement was $19.50.

7. The amount shown represents LLC Units owned by FI Station Investor LLC.

8. The amount shown represents LLC Units owned by Fertitta Business Management LLC.

Remarks:

See Exhibit 99 for the relationship among the reporting person and the entities described above.

	/s/ John Hertig, Attorney-in-Fact for Frank J. Fertitta III	05/04/2016
	** Signature of Reporting Person	Date
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