Sec Form 4 Filing - Billings Craig Scott @ WYNN RESORTS LTD - 2022-01-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Billings Craig Scott
2. Issuer Name and Ticker or Trading Symbol
WYNN RESORTS LTD [ WYNN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
C/O WYNN RESORTS, LIMITED, 3131 LAS VEGAS BOULEVARD SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2022
(Street)
LAS VEGAS, NV89109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 01/11/2022 F 4,195( 1 ) D $ 85.3 142,210 D
Common Stock, par value $0.01 per share 01/12/2022 A 13,986 A $ 0( 2 ) 156,196 D
Common Stock, par value $0.01 per share 01/12/2022 F 5,504( 3 ) D $ 85.8 150,692 D
Common Stock, par value $0.01 per share 01/12/2022 A 78,672 A $ 0( 4 ) 229,364 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Billings Craig Scott
C/O WYNN RESORTS, LIMITED
3131 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NV89109
CFO
Signatures
/s/ Nicholas Pannucci, attorney-in-fact for Craig Scott Billings 01/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 11, 2021 and 2019, respectively.
( 2 )Shares of common stock, par value $0.01 per share, of Wynn Resorts, Limited (the "Company") granted pursuant to the Company's Amended and Restated 2014 Omnibus Incentive Plan, which shares vested immediately upon grant.
( 3 )Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 12, 2022.
( 4 )Restricted shares of common stock, par value $0.01 per share, of Wynn Resorts, Limited granted pursuant to the Company's Amended and Restated 2014 Omnibus Incentive Plan. Vesting of 1/3 of the shares is based on achievement of pre-established financial performance goals in each of the years ended December 31, 2022, 2023 and 2024, and if met, 1/3 of the shares will vest on each of the dates of February 28, 2023, 2024 and 2025; and vesting of the remaining 2/3 of the shares is conditioned on continued service through January 12, 2025, with 1/3 of the shares vesting on each of the three consecutive anniversary dates from the date of grant; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.

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).
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