SEC FORM 4/A 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*
Binion Jack B

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, Wynn Int'l Marketing
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/15/2006
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
Common Stock, par value $0.01 11/07/2006 J(1) 418,419.725(2) D (3) 1,550,614.275 I Held by LLC(4)
Common Stock, par value $0.01 500,000 D
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
Explanation of Responses:
1. On August 31, 2006, the reporting person transferred 1,969,034 shares of Common Stock of Wynn Resorts, Limited to Asian Gaming Investments, LLC, a Nevada limited liability company (the "LLC"), of which the reporting person was the sole member. As of November 7, 2006, the reporting person transferred membership interests representing, in the aggregate, a 21.25% interest in the LLC to five perpetual trust funds held by family members and three individuals.
2. The number of shares shown represents a 21.25% proportionate interest in the shares of Common Stock of Wynn Resorts, Limited owned by the LLC.
3. The consideration for the transfers of the interests in the LLC will be determined based on an appraiser's valuation as of the transaction date, which has not yet been completed. After such appraisal is completed and the consideration for such interests has been determined, the reporting person will promptly file an amendment to this report to disclose the consideration.
4. Represents the reporting person?s 78.75% proportionate interest in the shares of Common Stock of Wynn Resorts, Limited owned by the LLC.
Remarks:
/s/ Kevin Tourek, as Attorney-in-Fact for Jack B. Binion 11/15/2006
** 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).
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