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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 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 LORENZO J
(Last) (First) (Middle)
2411 WEST SAHARA AVENUE
(Street)
LAS VEGAS NV 89102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STATION CASINOS INC [ STN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman and President
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2007
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)
Code V Amount (A) or (D) Price
Common Stock 04/05/2007 J(9) V 824 D (9) 0 I By Self as Settlor(8)
Common Stock 04/05/2007 J(9) V 824 A (9) 603,794 I By Self as Manager(4)
Common Stock 11/07/2007 S 854,641 D $90(1) 0 D
Common Stock 11/07/2007 D 128,676 D $90(3) 3,486,859 I By Trust(2)
Common Stock 11/07/2007 D 52,500 D $90(3) 551,294 I By Self as Manager(4)
Common Stock 11/07/2007 D 96 D $90(3) 0 I By Trust(5)
Common Stock 11/07/2007 D 52 D $90(3) 0 I By Trust(6)
Common Stock 11/07/2007 J(7) 3,486,859 D (7) 0 I By Trust(2)
Common Stock 11/07/2007 J(7) 551,294 D (7) 0 I By Self as Manager(4)
Common Stock 11/07/2007 P 41.7 A $1 41.7 I Owned by FCP VoteCo, LLC(10)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Station common stock $13.5 11/07/2007 D 54,600 07/24/2000 07/24/2010 Common Stock 54,600 $90(11) 0 D
Option to purchase Station common stock $13.5 11/07/2007 D 286,800 07/24/2000 07/24/2010 Common Stock 286,800 $90(11) 0 D
Option to purchase Station common stock $14 11/07/2007 D 60,000 03/14/2001 03/14/2011 Common Stock 60,000 $90(11) 0 D
Option to purchase Station commons stock $8.6 11/07/2007 D 260,000 12/13/2001 12/13/2011 Common stock 260,000 $90(11) 0 D
Explanation of Responses:
1. In connection with the completed merger of FCP Acquisition Sub ("Merger Sub") with and into Station Casinos, Inc. ("Station") (such transaction, the "Merger"), Fertitta Colony Partners LLC ("Fertitta Colony Partners") purchased shares of Station common stock from the reporting person pursuant to the Stock Purchase Agreement dated as of November 7, 2007 by and among Fertitta Colony Partners, the reporting person and the other parties thereto.
2. The Lorenzo J. Fertitta and Teresa Jo Fertitta Family trust u/a/d 6/24/91. Shares of Station common stock are held as husband's seperate property.
3. As a result of the completed Merger of Merger Sub with and into Station, each share of Station's common stock (other than certain shares held by Fertitta Colony Partners, Merger Sub, FCP Holding, Inc., Fertitta Partners LLC ("Fertitta Partners") or any wholly-owned subsidiary of Station and other than shares of Station's common stock held on treasury) was cancelled and converted into the right to receive $90.00, without interest.
4. LNA Investments, LLC (F/B/O the reporting person's minor children) of which the reporting person is Manager.
5. Lorenzo Joseph Fertitta, Jr. Trust u/a/d 1/13/95.
6. Lorenzo Joseph Fertitta, Jr. Trust UGMA/NV.
7. In connection with the Merger, the reporting person contributed shares of Station common stock to Fertitta Partners in exchange for membership interests in Fertitta Partners.
8. Activity is for the Lorenzo J. Fertitta, Jr. Trust u/a/d 12/13/94, and/or the Nicco J. Fertitta Trust u/a/d 11/7/96, and/or the Angelina T. Fertitta Trust u/a/d 7/10/01 (F/B/O the reporting person's minor children), of which the reporting person is Settlor.
9. Activity reflects the transfer of stock of Station Casinos, Inc. common stock between the reporting person's various minor children's trusts, of which the reporting person is Settlor/Trustee and LNA Investments, LLC (F/B/O the reporting person's minor children) (the "LLC") of which the reporting person is Manager. Each transfer of common stock of the Issuer between the various trusts and the LLC qualifies as only a change in form of the reporting person's beneficial ownership which does not change the number of shares beneficially owned by the reporting person, the various trusts, or the LLC, directly or indirectly.
10. The reporting person is a director of Station and a member and manager of FCP VoteCo, LLC ("VoteCo"). As of November 7, 2007, VoteCo is the direct owner of 41.7 shares of Station common stock, par value $0.01 per share. The reporting person, as a member and manager of VoteCo, may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own all of such 41.7 shares of Station common stock directly owned by VoteCo which are disclosed on this Form 3. This filing shall not be deemed an addmission that the reporting person is, for purposes of Section16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by VoteCo except to the extent of the pecuniary interest therein.
11. As a result of the completed Merger of Merger Sub with and into Station, each stock option under Station's stock plans was canceled and extinguished, and the holder thereof was entitled to receive an amount in cash equal to the product of (i) the number of shares of Station common stock subject to such stock option and (ii) the excess, if any, of $90.00 over the exercise price per share of such stock option, without interest.
Lorenzo J. Fertitta 11/09/2007
** 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 4 (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.