SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D
(Amendment No. 1)

 

 

Under the Securities Exchange Act of 1934*

Red Rock Resorts, Inc.

(Name of Issuer)

 

Common A Common Stock, par value $0.01

(Title of Class of Securities)

 

75700L108

(CUSIP Number)

 

Frank J. Fertitta III

1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

(702) 495-3000

 

with a copy to:

 

Kenneth J. Baronsky, Esq.

Deborah J. Conrad, Esq.

Milbank, Tweed, Hadley & McCloy LLP

601 S. Figueroa Street, 30th Floor

Los Angeles, California 90017

(213) 892-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 18, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
Fertitta Business Management LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
28,208,745

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
28,208,745

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
28,208,745

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
40.51%

 

 

(14)

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

2


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
FI Station Investor LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
22,656,184

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
22,656,184

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
22,656,184

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
35.38%

 

 

(14)

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

3


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
Fertitta Holdco LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
22,656,184

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
22,656,184

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
22,656,184

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
35.38%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

4


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
Fertitta Investment LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
20,906,616

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
20,906,616

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
20,906,616

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
33.56%

 

 

(14)

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

5


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
KVF Investments, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
8,609,629

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
8,609,629

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,609,629

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
17.21%

 

 

(14)

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

6


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
LNA Investments, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
8,609,629

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
8,609,629

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
8,609,629

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
17.21%

 

 

(14)

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

7


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
F & J Fertitta Family Business Trust

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
14,104,372

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
14,104,372

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
14,104,372

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
25.40%

 

 

(14)

Type of Reporting Person (See Instructions)
OO (Trust)

 

8


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
L & T Fertitta Family Business Trust

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
14,104,372

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
14,104,372

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
14,104,372

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
25.40%

 

 

(14)

Type of Reporting Person (See Instructions)
OO (Trust)

 

9


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
Frank J. Fertitta III

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
45,428,003

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
45,428,003

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
45,428,003

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
52.33%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

10


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

 

(1)

Name of Reporting Person
Lorenzo J. Fertitta

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

  o

 

 

(b)

  o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO (See Item 3)

 

 

(5)

Check box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)      o

 

 

(6)

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
0

 

(8)

Shared Voting Power
45,428,003

 

(9)

Sole Dispositive Power
0

 

(10)

Shared Dispositive Power
45,428,003

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
45,428,003

 

 

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
52.33%

 

 

(14)

Type of Reporting Person (See Instructions)
IN

 

11


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed by the Reporting Persons with the Securities and Exchange Commission on May 12, 2016 as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 1 have the meanings given to such terms in the Original Schedule 13D.

 

Item 2. Identity and Background

 

The third paragraph of Item 2(a) is amended and restated to read as follows:

 

As of the date of this statement, (i) FI Station is the record owner of 42,199 shares of Class A Common Stock, 22,613,985 shares of Class B Common Stock and 22,613,985 LLC Units and (ii) FBM is the record owner of 22,771,819 shares of Class B Common Stock and 22,771,819 LLC Units. FI Station’s principal business is to invest in the equity securities of Holdco and the Issuer.  FBM’s principal business is to invest in the equity securities of Holdco and the Issuer as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. Fertitta Investment is the majority member of FI Station, and Fertitta Investments’ principal business is to act as such.  KVF and LNA are members of FI Station and Fertitta Investment and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta.  The F&J Trust and the L&T Trust are members of FBM and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. Fertitta Holdco is the manager of FI Station and Fertitta Investment and its principal business is to manage FI Station and Fertitta Investment and other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a) and (b) are amended and restated to read as follows:

 

(a) and (b)  The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person (based on 41,428,200 shares of Class A Common Stock outstanding as of May 18, 2016).  The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.

 

Reporting Person

 

Number of
Shares
Beneficially
Owned

 

Percentage of Class
A Common Stock
Outstanding(1)

 

Number of LLC
Units Sold in
Past 60 Days(2)

 

FBM

 

28,208,745

 

40.51

%

1,184,535

(3)

FI Station

 

22,656,184

 

35.38

%

1,250,539

(3)

Fertitta Holdco

 

22,656,184

 

35.38

%

—

 

Fertitta Investment

 

20,906,616

 

33.56

%

—

 

KVF

 

8,609,629

 

17.21

%

—

 

LNA

 

8,609,629

 

17.21

%

—

 

F&J Trust

 

14,104,372

 

25.40

%

—

 

L&T Trust

 

14,104,372

 

25.40

%

—

 

Frank J. Fertitta III

 

45,428,003

 

52.33

%

—

 

Lorenzo J. Fertitta

 

45,428,003

 

52.33

%

—

 

Total for Group

 

45,428,003

 

52.33

%

2,435,074

 

 

(1)          Based on the number of shares of Class A Common Stock (41,428,200) issued and outstanding as of May 18, 2016, and assuming all outstanding LLC Units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.

(2)          Includes only sales of LLC Units directly owned by the Reporting Person.

(3)          On May 2, 2016, the Issuer used a portion of the proceeds from the IPO to purchase LLC Units from certain members of Holdco, including 752,574 LLC Units from FI Station Investor LLC and 712,852 LLC Units from Fertitta Business Management LLC, at a price of $18.33 per LLC Unit.  On May 18, 2016, the Issuer closed the offering of 2,457,142 additional shares (the “Overallotment Offering pursuant to the underwriters’ option to purchase shares to cover overallotment in the Issuer’s initial public offering.   The Issuer used the proceeds from the Overallotment Offering to purchase LLC Units from certain members of Holdco, including 497,965

 

12


 

SCHEDULE 13D

 

CUSIP No. 75700L108

 

LLC Units from FI Station Investor LLC and 471,683 LLC Units from Fertitta Business Management LLC, at a price of $18.33 per LLC Unit

 

Item 5(c) is hereby amended to add the following:

 

(c) On May 18, 2016, the Issuer used the proceeds from the Overallotment Offering to purchase LLC Units from certain members of Holdco, including 497,965 LLC Units from FI Station Investor LLC and 471,683 LLC Units from Fertitta Business Management LLC, at a price of $18.33 per LLC Unit.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit

 

Description

Exhibit 1

 

Power of Attorney for Frank J. Fertitta III

 

 

 

Exhibit 2

 

Power of Attorney for Fertitta Business Management LLC

 

 

 

Exhibit 3

 

Power of Attorney for FI Station Investor LLC

 

 

 

Exhibit 4

 

Power of Attorney for Fertitta Investment LLC

 

 

 

Exhibit 5

 

Power of Attorney for KVF Investments, LLC

 

 

 

Exhibit 7

 

Power of Attorney for LNA Investments, LLC

 

 

 

Exhibit 8

 

Power of Attorney for F & J Fertitta Family Business Trust

 

 

 

Exhibit 9

 

Power of Attorney for L & T Fertitta Family Business Trust

 

 

 

Exhibit 10

 

Power of Attorney for Lorenzo J. Fertitta

 

 

 

Exhibit 11

 

Power of Attorney for Fertitta Holdco LLC

 

13


 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

Dated: May 20, 2016

 

 

Fertitta Business Management LLC

 

 

 

By:

/s/ John Hertig

 

 

Name:

John Hertig

 

 

Title:

Attorney-in-Fact

 

 

 

FI Station Investor LLC

 

 

 

By:

/s/ John Hertig

 

 

Name:

John Hertig

 

 

Title:

Attorney-in-Fact

 

 

 

Fertitta Investment LLC

 

 

 

By:

/s/ John Hertig

 

 

Name:

John Hertig

 

 

Title:

Attorney-in-Fact

 

 

 

Fertitta Holdco LLC

 

 

 

By:

/s/ John Hertig

 

 

Name:

John Hertig

 

 

Title:

Attorney-in-Fact

 

 

 

LNA Investments, LLC

 

 

 

By:

/s/ John Hertig

 

 

Name:

John Hertig

 

 

Title:

Attorney-in-Fact

 

 

 

KVF Investments, LLC

 

 

 

By:

/s/ John Hertig

 

 

Name:

John Hertig

 

 

Title:

Attorney-in-Fact

 

 

 

F & J Fertitta Family Business Trust

 

 

 

By:

/s/ John Hertig

 

 

Name:

John Hertig

 

 

Title:

Attorney-in-Fact

 

 

 

L & T Fertitta Family Business Trust

 

 

 

By:

/s/ John Hertig

 

 

Name:

John Hertig

 

 

Title:

Attorney-in-Fact

 

14


 

 

 

 

/s/ John Hertig as Attorney-in-Fact

 

Frank J. Fertitta III

 

 

 

s/ John Hertig as Attorney-in-Fact

 

Lorenzo J. Fertitta

 

15

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