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) - 2021-12-20

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 11)

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)

December 14, 2021

(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).


CUSIP No. 75700L108		SCHEDULE 13D		Page 2 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 3 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 4 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 5 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 6 of 24 Pages


(1)		Name of reporting person FJF, 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 7 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 8 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 9 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 10 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 11 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 12 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 13 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 14 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 15 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 16 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 17 of 24 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


CUSIP No. 75700L108		SCHEDULE 13D		Page 18 of 24 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.


CUSIP No. 75700L108		SCHEDULE 13D		Page 19 of 24 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.


CUSIP No. 75700L108		SCHEDULE 13D		Page 20 of 24 Pages

EXPLANATORY NOTE

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) 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”), as amended by Amendment No. 8 to Schedule 13D filed with the SEC on August 19, 2020 (“Amendment No. 8”), as amended by Amendment No. 9 to Schedule 13D filed with the SEC on August 25, 2020 (“Amendment No. 9”), as amended by Amendment No. 10 to Schedule 13D filed with the SEC on August 25, 2021 (“Amendment No. 10,” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9, the “Schedule 13D”), as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 11 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, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, as the case may be.

Item 4. Purpose of Transaction

The disclosure in Item 4 is hereby supplemented by adding the following:

On December 14, 2021, the Issuer announced the final results of a “modified Dutch auction” tender offer to purchase its Class A Common Stock (the “Tender Offer”). The Issuer accepted for purchase 6,884,858 shares of its Class A Common Stock, and as a result of the settlement of the Tender Offer, the percentage of the total shares of Class A Common Stock that the Reporting Persons may be deemed to beneficially own increased, as set forth in Item 5 below.

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 (assuming (A) 61,426,605 shares of Class A Common Stock outstanding, which is based on (i) 68,311,463 shares of Class A Common Stock outstanding as of December 9, 2021 less (ii) 6,884,858 shares of Class A Common Stock accepted for purchase by the Issuer in the Tender Offer and (B) as of December 17, 2021, the exchange ratio for the exchange of LLC Units into shares of Class A Common stock is 0.9535 (as reported by the Issuer to the Reporting Persons)). 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		26,897,508		30.46	%
FI Station		21,604,634		26.03	%
FBM Sub 1		5,721,000		8.52	%
F&J Fertitta Family Trust		2,697,535		4.39	%
FJF		2,697,535		4.39	%
L&T Fertitta Family Trust		2,697,535		4.39	%
FJF Irrevocable Trust		843,134		1.37	%
LJF Irrevocable Trust		843,134		1.37	%
Fertitta Holdco		21,604,634		26.03	%
Fertitta Investment		19,936,269		24.51	%
KVF		8,210,027		11.79	%
LNA		8,210,027		11.79	%
F&J Trust		13,448,754		17.96	%
L&T Trust		13,448,754		17.96	%
F&J Fertitta Grandchildren’s Trust		675,000		1.10	%
L&T Fertitta Grandchildren’s Trust		675,000		1.10	%
Frank J. Fertitta III		47,533,231		45.40	%
Lorenzo J. Fertitta		47,533,231		45.40	%
Total for Group		51,748,900		49.42	%

(1)

Assumes (a) all outstanding LLC Units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A Common Stock in accordance with the terms of the Exchange Agreement dated April 28, 2016 (the “Exchange Agreement”) and (b) the exchange ratio under such Agreement as of December 17, 2021 is 0.9535.


CUSIP No. 75700L108		SCHEDULE 13D		Page 21 of 24 Pages

Item 7. Material to be Filed as Exhibits


Exhibit		Description

Exhibit 1		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 2		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 May 20, 2016).

Exhibit 3		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).

Exhibit 4		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 5		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 6		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 7		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 8		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 9		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 10		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 11		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).


CUSIP No. 75700L108		SCHEDULE 13D		Page 22 of 24 Pages


Exhibit 12		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 13		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 14		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 15		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 16		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 17		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 18		Power of Attorney for FJF, LLC (incorporated by reference to Exhibit 18 to Amendment No. 10 to the Schedule 13D filed by the Reporting Persons on August 25, 2021).

Exhibit 19		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. 10 to the Schedule 13D filed by the Reporting Persons on August 25, 2021).

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: December 20, 2021


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

FJF, LLC

By:		/s/ John A. Hertig
		Name: John A. 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

26,897,508

Sole dispositive power

0

Shared dispositive power

26,897,508