Sec Form 4 Filing - FERTITTA FRANK J III @ Red Rock Resorts, Inc. - 2019-08-08

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
FERTITTA FRANK J III
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RED ROCK RESORTS, INC., 1505 SOUTH PAVILION CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2019
(Street)
LAS VEGAS, NV89135
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
Class A Common Stock 08/08/2019 P 144,238 ( 1 ) A $ 18.148 ( 3 ) 45,572,241 I See footnotes ( 6 ) ( 7 ) ( 8 )
Class A Common Stock 08/08/2019 P 36,060 ( 2 ) A $ 18.148 ( 3 ) 45,608,301 I See footnotes ( 6 ) ( 7 ) ( 8 )
Class A Common Stock 08/08/2019 P 135,762 ( 1 ) A $ 18.696 ( 4 ) 45,744,063 I See footnotes ( 6 ) ( 7 ) ( 8 )
Class A Common Stock 08/08/2019 P 33,940 ( 2 ) A $ 18.696 ( 4 ) 45,778,003 I See footnotes ( 6 ) ( 7 ) ( 8 )
Class A Common Stock 08/09/2019 P 328,000 ( 1 ) A $ 18.969 ( 5 ) 46,106,003 I See footnotes ( 6 ) ( 7 ) ( 8 )
Class A Common Stock 08/09/2019 P 82,000 ( 2 ) A $ 18.969 ( 5 ) 46,188,003 I See footnotes ( 6 ) ( 7 ) ( 8 )
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
FERTITTA FRANK J III
C/O RED ROCK RESORTS, INC.
1505 SOUTH PAVILION CENTER DRIVE
LAS VEGAS, NV89135
X X
Signatures
/s/_John Hertig, Attorney-in-Fact for Frank J. Fertitta III 08/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class A Common Stock acquired by The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (the "F&J Fertitta Family Trust"), a revocable trust established for the benefit of Frank J. Fertitta III and Jill Ann Fertitta and for which Frank J. Fertitta III is co-trustee and has shared investment and voting power.
( 2 )Represents shares of Class A Common Stock acquired by the Lorenzo J. Fertitta 2006 Irrevocable Trust (the "LJF Irrevocable Trust"), an irrevocable trust established for the benefit of Lorenzo J. Fertitta's three children and for which Frank J. Fertitta III is trustee and has sole investment and voting power.
( 3 )Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.60 to $18.595.
( 4 )Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.60 to $18.87.
( 5 )Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.525 to $19.20.
( 6 )Frank J. Fertitta III 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 Frank J. Fertitta III 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.
( 7 )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. 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.
( 8 )Frank J. Fertitta III 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 F&J Fertitta Family Trust and the LJF Irrevocable Trust, except to the extent of any pecuniary interest therein.

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