Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 2)*

 

Wynn Resorts, Limited

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

983134107

(CUSIP Number)

 

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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. 983134107 Schedule 13G Page 1 of 9

 

1

Names of Reporting Persons

 

Tilman J. Fertitta

2

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

United States

Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

161,925

6

Shared Voting Power

 

10,738,075

7

Sole Dispositive Power

 

161,925

8

Shared Dispositive Power

 

10,738,075

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,900,000

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

9.9%

12

Type of Reporting Person

 

IN

       

 

 

 

CUSIP No. 983134107 Schedule 13G Page 2 of 9

 

1

Names of Reporting Persons

 

Fertitta Entertainment, Inc.

2

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Texas

Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

6

Shared Voting Power

 

10,738,075

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

10,738,075

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,738,075

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

9.8%

12

Type of Reporting Person

 

CO

       

 

 

 

CUSIP No. 983134107 Schedule 13G Page 3 of 9

 

1

Names of Reporting Persons

 

Hospitality Headquarters, Inc.

2

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

3

SEC Use Only

 

4 Citizenship or Place of Organization

Texas
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

 

0

6

Shared Voting Power

 

6,863,324

7

Sole Dispositive Power

 

8

Shared Dispositive Power

 

6,863,324 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,863,324

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

6.2%

12

Type of Reporting Person

 

CO

       

 

 

 

CUSIP No. 983134107 Schedule 13G Page 4 of 9

 

1

Names of Reporting Persons

 

Fertitta Entertainment, LLC

2

Check the Appropriate Box if a Member of a Group

(a) ¨
(b) ¨

3

SEC Use Only

 

4 Citizenship or Place of Organization

Texas
Number of Shares
Beneficially Owned
by Each Reporting
Person With
5

Sole Voting Power

 

0

6

Shared Voting Power

 

3,864,751

7

Sole Dispositive Power

 

8

Shared Dispositive Power

 

3,864,751

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,864,751

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9

 

3.5%

12

Type of Reporting Person

 

CO

       

 

 

 

CUSIP No. 983134107 Schedule 13G Page 5 of 9

 

ITEM 1.(a) Name of Issuer:

 

Wynn Resorts, Limited (the “Issuer”).

 

(b)Address of Issuer’s Principal Executive Offices:

 

3131 Las Vegas Boulevard South, Las Vegas, NV 89109

 

ITEM 2.(a) Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

Tilman J. Fertitta

Fertitta Entertainment, Inc.

Hospitality Headquarters, Inc.

Fertitta Entertainment, LLC

 

(b)Address or Principal Business Office:

 

The principal business address of each of the Reporting Persons is c/o Fertitta Entertainment, Inc., 1510 West Loop South, Houston, TX 77027.

 

(c)Citizenship of each Reporting Person is:

 

Tilman J. Fertitta is a citizen of the United States. Each of Fertitta Entertainment, Inc., Hospitality Headquarters, Inc. and Fertitta Entertainment, LLC is organized under the laws of the State of Texas.

 

(d)Title of Class of Securities:

 

Common Stock, par value $0.01 per share (“Common Stock”).

 

(e)CUSIP Number:

 

983134107

 

ITEM 3.     

 

Not applicable.

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 6 of 9

 

ITEM 4.Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date of this filing, based upon 109,814,972 shares of Common Stock outstanding as of October 29, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2024.

 

Reporting Person   Amount
beneficially

owned
    Percent
of class:
    Sole power
to vote or to
direct the
vote:
    Shared power
to vote or to
direct the vote:
    Sole
power to
dispose or
to direct
the
disposition of:
    Shared
power to
dispose or
to direct
the
disposition
of:
 
Tilman J. Fertitta    

10,900,000

      9.9 %    

161,925

     

10,738,075

     

161,925

     

10,738,075

 
Fertitta Entertainment, Inc.     10,738,075       9.8 %     0       10,738,075       0       10,738,075  
Hospitality Headquarters, Inc.     6,863,324       6.2 %     0       6,863,324       0       6,863,324  
Fertitta Entertainment, LLC     3,864,751       3.5 %     0       3,864,751       0       3,864,751  

 

The amount of Common Stock reported as beneficially owned above includes (i) 161,925 shares of Common Stock that are beneficially owned by Mr. Fertitta; (ii) 10,000 shares of Common Stock that are beneficially owned by Fertitta Entertainment, Inc.; (iii) 6,863,324 shares of Common Stock that are beneficially owned by Hospitality Headquarters, Inc.; and (iv) 3,864,751 shares of Common Stock that are beneficially owned by Fertitta Entertainment, LLC. Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc., which is the sole shareholder of Hospitality Headquarters, Inc. and the sole indirect owner of Fertitta Entertainment, LLC. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities beneficially owned by Fertitta Entertainment, Inc., Hospitality Headquarters, Inc. and Fertitta Entertainment, LLC.

 

ITEM 5.Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

ITEM 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 7 of 9

 

ITEM 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

ITEM 9.Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 8 of 9

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:      November 13, 2024

 

  Tilman J. Fertitta
     
  /s/ Tilman J. Fertitta

 

  Fertitta Entertainment, Inc.
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President and CEO
     
  Hospitality Headquarters, Inc.
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President and CEO
     
  Fertitta Entertainment, LLC
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President
     

 

 

 

 

 

CUSIP No. 983134107 Schedule 13G Page 9 of 9

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
99   Joint Filing Agreement.

 

 

 

 

 

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as November 13, 2024.

 

  Tilman J. Fertitta
     
  /s/ Tilman J. Fertitta

 

  Fertitta Entertainment, Inc.
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President and CEO
     
  Hospitality Headquarters, Inc.
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President and CEO
     
  Fertitta Entertainment, LLC
     
  /s/ Tilman J. Fertitta
  Name: Tilman J. Fertitta
  Title: President