Sec Form 13D Filing - Fertitta Holdco LLC @ RED ROCK RESORTS INC

Sec Form 13D Filing - Fertitta Holdco LLC filing for RED ROCK RESORTS INC (RRR) - 2020-08-19

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 8)

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:

Deborah J. Conrad, Esq.

Milbank LLP

2029 Century Park East, 33rd Floor

Los Angeles, California 90067

(424) 386-4000

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

August 17, 2020

(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: ☐

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		Page 2 of 21 Pages


(1)		Name of reporting person Fertitta Business Management LLC
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 3 of 21 Pages


(1)		Name of reporting person FI Station Investor LLC
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Delaware


	SCHEDULE 13D
CUSIP No. 75700L108		Page 4 of 21 Pages


(1)		Name of reporting person FBM Sub 1 LLC
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Delaware


	SCHEDULE 13D
CUSIP No. 75700L108		Page 5 of 21 Pages


(1)		Name of reporting person The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 6 of 21 Pages


(1)		Name of reporting person The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 7 of 21 Pages


(1)		Name of reporting person Frank J. Fertitta, III 2006 Irrevocable Trust
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 8 of 21 Pages


(1)		Name of reporting person Lorenzo J. Fertitta 2006 Irrevocable Trust
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 9 of 21 Pages


(1)		Name of reporting person Fertitta Holdco LLC
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Delaware


	SCHEDULE 13D
CUSIP No. 75700L108		Page 10 of 21 Pages


(1)		Name of reporting person Fertitta Investment LLC
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Delaware


	SCHEDULE 13D
CUSIP No. 75700L108		Page 11 of 21 Pages


(1)		Name of reporting person KVF Investments, LLC
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 12 of 21 Pages


(1)		Name of reporting person LNA Investments, LLC
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 13 of 21 Pages


(1)		Name of reporting person F & J Fertitta Family Business Trust
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 14 of 21 Pages


(1)		Name of reporting person L & T Fertitta Family Business Trust
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 15 of 21 Pages


(1)		Name of reporting person F & J Fertitta Grandchildren’s 2020 Irrevocable Trust
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 16 of 21 Pages


(1)		Name of reporting person L & T Fertitta Grandchildren’s 2020 Irrevocable Trust
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization Nevada


	SCHEDULE 13D
CUSIP No. 75700L108		Page 17 of 21 Pages


(1)		Name of reporting person Frank J. Fertitta III
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization U.S.A.


	SCHEDULE 13D
CUSIP No. 75700L108		Page 18 of 21 Pages


(1)		Name of reporting person Lorenzo J. Fertitta
(2)		Check the appropriate box if a member of a group (a) ☐ (b) ☐
(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) ☐
(6)		Citizenship or place of organization U.S.A.


	SCHEDULE 13D
CUSIP No. 75700L108		Page 19 of 21 Pages

EXPLANATORY NOTE

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on May 20, 2016 (“Amendment No. 1), as amended by Amendment No. 2 to Schedule 13D filed with the SEC on August 12, 2019 (“Amendment No. 2”), as amended by Amendment No. 3 to Schedule 13D filed with the SEC on August 16, 2019 (“Amendment No. 3”), as amended by Amendment No. 4 to Schedule 13D filed with the SEC on August 23, 2019 (“Amendment No. 4”), as amended by Amendment No. 5 to Schedule 13D filed with the SEC on August 10, 2020 (“Amendment No. 5”), as amended by Amendment No. 6 to Schedule 13D filed with the SEC on August 11, 2020 (“Amendment No. 6”), as amended by Amendment No. 7 to Schedule 13D filed with the SEC on August 13, 2020 (“Amendment No. 7” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the “Schedule 13D”), as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 8 have the meanings given to such terms in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, as the case may be.

Item 2. Identity and Background

The second paragraph of Item 2(a) is amended and restated in its entirety 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, (ii) FBM Sub 1 is the record owner of 6,000,000 shares of Class B Common Stock and 6,000,000 LLC Units; (iii) FBM is the record owner of 10,127 shares of Class A Common Stock, 28,198,618 shares of Class B Common Stock and 28,198,618 LLC Units, (iv) the F&J Fertitta Family Trust is the record owner of 2,393,375 shares of Class A Common Stock, (v) the L&T Fertitta Family Trust is the record owner of 2,393,375 shares of Class A Common Stock, (vi) the FJF Irrevocable Trust is the record owner of 767,094 shares of Class A Common Stock, (vii) the LJF Irrevocable Trust is the record owner of 767,094 shares of Class A Common Stock, (viii) F&J Fertitta Grandchildren’s Trust is the record owner of 675,000 shares of Class A Common Stock and (ix) L&T Fertitta Grandchildren’s Trust is the record owner of 675,000 shares of Class A Common Stock. FI Station’s principal business is to invest in the equity securities of Holdco and the Issuer. FBM Sub 1’s principal business is to hold 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. The principal business of each of the F&J Fertitta Family Trust, L&T Fertitta Family Trust, FJF Irrevocable Trust, LJF Irrevocable Trust, F&J Fertitta Grandchildren’s Trust and L&T Fertitta Grandchildren’s Trust is to hold assets for its beneficiaries. 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 the 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 3. Source and Amount of Funds or Other Consideration

Item 3 is amended by adding the following paragraph:

Between August 13, 2020 and August 17, 2020, the F&J Fertitta Family Trust, the L&T Fertitta Family Trust, the FJF Irrevocable Trust and the LJF Irrevocable Trust purchased an aggregate of 917,000 shares of Class A Common Stock for aggregate consideration of $14,642,505 (inclusive of broker fees). The purchases were funded from cash on hand.


	SCHEDULE 13D
CUSIP No. 75700L108		Page 20 of 21 Pages

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 71,227,537 shares of Class A Common Stock outstanding as of July 31, 2020). 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⁾
FBM		28,208,745		28.37	%
FI Station		22,656,184		24.14	%
FBM Sub 1		6,000,000		7.77	%
F&J Fertitta Family Trust		2,393,375		3.36	%
L&T Fertitta Family Trust		2,393,375		3.36	%
FJF Irrevocable Trust		767,094		1.08	%
LJF Irrevocable Trust		767,094		1.08	%
Fertitta Holdco		22,656,184		24.14	%
Fertitta Investment		20,906,616		22.70	%
KVF		8,609,629		10.79	%
LNA		8,609,629		10.79	%
F&J Trust		14,104,372		16.53	%
L&T Trust		14,104,372		16.53	%
F&J Fertitta Grandchildren’s Trust		675,000		0.95	%
L&T Fertitta Grandchildren’s Trust		675,000		0.95	%
Frank J. Fertitta III		49,263,472		42.25	%
Lorenzo J. Fertitta		49,263,472		42.25	%
Total for Group		53,098,941		45.53	%

(1)	Based on the number of shares of Class A Common Stock (71,227,537) issued and outstanding as of July 31, 2020, 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.

Item 5(c) is amended and restated to read as follows:

(c) All transactions in the Class A Common Stock effected by the Reporting Persons in the past sixty days are set forth in Exhibit 19 attached hereto. All such transactions were effected in the open market through a broker, and the prices exclude commissions.

Item 7.

Material to be Filed as Exhibits


Exhibit		Description

Exhibit 1		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 19 to Amendment No. 5 to the Schedule 13D filed by certain of the Reporting Persons on August 10, 2020).

Exhibit 2		Power of Attorney for Frank J. Fertitta III (incorporated by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).

Exhibit 3		Power of Attorney for Fertitta Business Management LLC (incorporated by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on Ma y 20, 2016).

Exhibit 4		Power of Attorney for FI Station Investor LLC (incorporated by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).


	SCHEDULE 13D
CUSIP No. 75700L108		Page 21 of 21 Pages


Exhibit 5		Power of Attorney for Fertitta Investment LLC (incorporated by reference to Exhibit 4 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).

Exhibit 6		Power of Attorney for KVF Investments, LLC (incorporated by reference to Exhibit 5 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).

Exhibit 7		Power of Attorney for LNA Investments, LLC (incorporated by reference to Exhibit 7 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).

Exhibit 8		Power of Attorney for F & J Fertitta Family Business Trust (incorporated by reference to Exhibit 8 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).

Exhibit 9		Power of Attorney for L & T Fertitta Family Business Trust (incorporated by reference to Exhibit 9 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).

Exhibit 10		Power of Attorney for Lorenzo J. Fertitta (incorporated by reference to Exhibit 10 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).

Exhibit 11		Power of Attorney for Fertitta Holdco LLC (incorporated by reference to Exhibit 11 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).

Exhibit 12		Power of Attorney for The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (incorporated by reference to Exhibit 11 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).

Exhibit 13		Power of Attorney for The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust (incorporated by reference to Exhibit 12 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).

Exhibit 14		Power of Attorney for Frank J. Fertitta, III 2006 Irrevocable Trust (incorporated by reference to Exhibit 13 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).

Exhibit 15		Power of Attorney for Lorenzo J. Fertitta 2006 Irrevocable Trust (incorporated by reference to Exhibit 14 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).

Exhibit 16		Power of Attorney for FBM Sub 1 LLC (incorporated by reference to Exhibit 15 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).

Exhibit 17		Power of Attorney for F & J Fertitta Grandchildren’s 2020 Irrevocable Trust (incorporated by reference to Exhibit 17 to Amendment No. 5 to the Schedule 13D filed by the Reporting Persons on August 10, 2020).

Exhibit 18		Power of Attorney for L & T Fertitta Grandchildren’s 2020 Irrevocable Trust (incorporated by reference to Exhibit 18 to Amendment No. 5 to the Schedule 13D filed by the Reporting Persons on August 10, 2020).

Exhibit 19		Schedule of transactions effected during the last 60 days.

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: August 19, 2020


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

FBM Sub 1 LLC

By:	/s/ John Hertig
	Name:	John Hertig
	Title:	Attorney-in-Fact

The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust

By:	/s/ John Hertig
	Name:	John Hertig
	Title:	Attorney-in-Fact

The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust

By:	/s/ John Hertig
	Name:	John Hertig
	Title:	Attorney-in-Fact

Frank J. Fertitta, III 2006 Irrevocable Trust

By:	/s/ John Hertig
	Name:	John Hertig
	Title:	Attorney-in-Fact

Lorenzo J. Fertitta 2006 Irrevocable Trust

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

F & J Fertitta Grandchildren’s 2020 Irrevocable Trust

By:	/s/ John Hertig
	Name:	John Hertig
	Title:	Attorney-in-Fact

L & T Fertitta Grandchildren’s 2020 Irrevocable Trust

By:	/s/ John Hertig
	Name:	John Hertig
	Title:	Attorney-in-Fact

/s/ John Hertig as Attorney-in-Fact
Frank J. Fertitta III

/s/ John Hertig as Attorney-in-Fact
Lorenzo J. Fertitta

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

28,208,745

Sole dispositive power

0

Shared dispositive power

28,208,745