Sec Form 4 Filing - CAVALLARO STEPHEN L @ Red Rock Resorts, Inc. - 2016-04-29

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
CAVALLARO STEPHEN L
2. Issuer Name and Ticker or Trading Symbol
Red Rock Resorts, Inc. [ RRR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice Chairman
(Last) (First) (Middle)
C/O RED ROCK RESORTS, INC., 1505 SOUTH PAVILION CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/29/2016
(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 04/29/2016 A 38,461 ( 1 ) A $ 0 38,461 D
Class B Common Stock 05/02/2016 J( 2 ) 988,032 A $ 0 988,032 I By Trust
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
Stock Option $ 19.5 04/29/2016 A 125,000 ( 3 ) 05/02/2023 Class A Common Stock 125,000 $ 0 125,000 D
LLC Units ( 4 ) 05/02/2016 J( 4 ) 988,032 ( 4 ) ( 4 ) Class A Common Stock 988,032 ( 4 ) 988,032 I By Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CAVALLARO STEPHEN L
C/O RED ROCK RESORTS, INC.
1505 SOUTH PAVILION CENTER DRIVE
LAS VEGAS, NV89135
Executive Vice Chairman
Signatures
/s/ Matthew L. Heinhold, Attorney-in-Fact for Stephen L. Cavallaro 05/02/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a restricted stock award (the "Restricted Stock Award") pursuant to the Issuer's 2016 Equity Incentive Plan. The Restricted Stock Award vests 50% per year on each of the third and fourth anniversaries of May 2, 2016, subject to the Reporting Person's continued service with the Registrant.
( 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 )Represents a stock option award (the "Stock Option Award") pursuant to the Issuer's 2016 Equity Incentive Plan. The Stock Option Award vests in four equal annual installments beginning on May 2, 2017, subject to the Reporting Person's continued service with the Registrant.
( 4 )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.

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