SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
VIRTUE J EDWARD

(Last) (First) (Middle)
C/O WYNN RESORTS, LIMITED
3131 LAS VEGAS BOULEVARD SOUTH

(Street)
LAS VEGAS NV 89109

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WYNN RESORTS LTD [ WYNN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Options (right to buy) $138.68 05/06/2013 A 6,300 (1) 05/06/2023 Common Stock, par value $0.01 per share 6,300 $0 6,300 D
Explanation of Responses:
1. Options vest 25% per year on each anniversary of the date of grant; provided, that if the reporting person ceases to be a director of the Company any options that are unvested at such time will be forfeited.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Kevin Tourek, attorney-in-fact for J. Edward Virtue 05/07/2013
** Signature of Reporting Person Date
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.
Exhibit 24

                                                                  Exhibit 24
                                 Power of Attorney

                    KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below revokes all prior Powers of Attorney relating to Section
16 of theSecurities Exchange Act of 1934, as amended, and appoints each of Kimmarie
Sinatra, Kevin Tourek, John Strzemp and Michelle Koch as such person's true and
lawfulattorneys-in-fact and agents, each with full power of substitution and
resubstitution and full power to act alone and without the other, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by the Securities Exchange
Act of 1934, as amended, including Section 16 of such act, and the rules and
regulations thereunder, and requisite documents in connection with such filings,
respecting securities of Wynn Resorts, Limited, a Nevada corporation, including
but not limited to Forms 3, 4 and 5 under such act and any amendments thereto with
the Securities and Exchange Commission thereby ratifying and confirming all that
said attorney-in-fact may do or cause to be done by virtue hereof.

                    This power of attorney shall be valid from the date hereof
until revoked by the undersigned.

                    IN WITNESS WHEREOF, the undersigned has executed this instrument
effective as of the 28th  day of November, 2012.


Signed: /s/ J. Edward Virtue
        ---------------------
        J. Edward Virtue