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Sec Form 4 Filing - FERTITTA FRANK J III @ Red Rock Resorts Inc. - 2020-08-11

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O RED ROCK RESORTS, INC., 1505 SOUTH PAVILION CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2020
(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 08/11/2020 P 260,000 ( 1 ) A $ 14.634 ( 3 ) 48,614,972 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )
Class A Common Stock 08/11/2020 P 65,000 ( 2 ) A $ 14.634 ( 3 ) 48,679,972 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )
Class A Common Stock 08/12/2020 P 100,000 ( 1 ) A $ 15.187 ( 4 ) 48,779,972 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )
Class A Common Stock 08/12/2020 P 25,000 ( 2 ) A $ 15.187 ( 4 ) 48,804,972 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )
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 Chief Executive Officer
Signatures
/s/ John Hertig, Attorney-in-Fact for Frank J. Fertitta III 08/13/2020
** 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 $14.510 to $14.780.
( 4 )Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.970 to $15.640.
( 5 )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.
( 6 )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.
( 7 )(continued from Footnote 6) Certain Class A Common Stock of the Issuer are held by (i) 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, (ii) 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 and (iii) the F & J Fertitta Grandchildren's 2020 Irrevocable Trust, an irrevocable trust established for the benefit of the Reporting Person's grandchildren (the "F&J 2020 Trust") for which Lorenzo J. Fertitta Jr., the Reporting Person's nephew, serves as trustee.
( 8 )(continued from footnote 7) Based on the Reporting Person's retained right to remove the trustee of the F&J 2020 Trust, the Reporting Person may be deemed to be a beneficial owner of the shares transferred to the F&J 2020 Trust.
( 9 )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, the LJF Irrevocable Trust and the F&J 2020 Trust, except to the extent of any pecuniary interest therein.

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.