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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Red Rock Resorts Inc | NASDAQ:RRR | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.40 | -0.88% | 44.93 | 44.50 | 45.42 | 45.615 | 44.855 | 44.86 | 424,369 | 21:25:36 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 12)
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:
Brett D. Nadritch, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001
(212)530-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 13, 2024
(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 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
26,347,072 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
26,347,072 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
26,347,072 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
30.65% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
2
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 3 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
21,163,209 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
21,163,209 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
21,163,209 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
26.21% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
3
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 4 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
5,603,880 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
5,603,880 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
5,603,880 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
8.59% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
4
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 5 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,897,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,897,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,897,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
3.18% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
5
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 6 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,897,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,897,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,897,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
3.18% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
6
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 7 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,697,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,697,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
2,697,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
4.53% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
7
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 8 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
1,643,134 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
1,643,134 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
1,643,134 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
2.76% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
8
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 9 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
843,134 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
843,134 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
843,134 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
1.41% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
9
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 10 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
21,163,209 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
21,163,209 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
21,163,209 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
26.21% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
10
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 11 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
19,528,932 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
19,528,932 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
19,528,932 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
24.69% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
11
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 12 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
8,042,280 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
8,042,280 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
8,042,280 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
11.89% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
12
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 13 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
8,042,280 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
8,042,280 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
8,042,280 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
11.89% | |||||
| (14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
13
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 14 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
13,173,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
13,173,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
13,173,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
18.10% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
14
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 15 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
13,173,535 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
13,173,535 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
13,173,535 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
18.10% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
15
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 16 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
675,000 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
675,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
675,000 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
1.13% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
16
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 17 of 23 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 | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
675,000 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
675,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
675,000 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
1.13% | |||||
| (14) | Type of reporting person (see instructions)
OO (Trust) | |||||
17
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 18 of 23 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. | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
45,847,301 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
45,847,301 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
45,847,301 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
44.95% | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
18
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 19 of 23 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. | |||||
| Number of shares beneficially owned by each reporting person with
|
(7) | Sole voting power
0 | ||||
| (8) | Shared voting power
47,447,301 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
47,447,301 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
47,447,301 | |||||
| (12) | Check box if the aggregate amount in row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in row (11)
46.52% | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
19
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 20 of 23 Pages |
EXPLANATORY NOTE
This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) 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”), as amended by Amendment No. 11 to Schedule 13D filed with the SEC on December 14, 2021 (“Amendment No. 11,” 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, Amendment No. 9 and Amendment No. 10, the “Schedule 13D”), as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 12 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, Amendment No. 10 and Amendment No. 11, as the case may be.
Item 4. Purpose of Transaction
The disclosure in Item 4 is hereby supplemented by adding the following:
On May 13, 2024, FJF, LLC sold 800,000 shares of Class A Common Stock, at the closing price of the Class A Common Stock on May 13, 2024, to the Frank J. Fertitta, III 2006 Irrevocable Trust in connection with an estate planning transaction.
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) 59,610,393 shares of Class A Common Stock outstanding, which is based on (i) 59,610,393 shares of Class A Common Stock outstanding as of May 13, 2024 and (B) as of May 13, 2024, the exchange ratio for the exchange of LLC Units into shares of Class A Common stock is 0.93398 (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) |
||||||
| Fertitta Business Management LLC |
26,347,072 | 30.65 | % | |||||
| FI Station Investor LLC |
21,163,209 | 26.21 | % | |||||
| FBM Sub 1 LLC |
5,603,880 | 8.59 | % | |||||
| The Frank J. Fertitta and Jill Ann Fertitta Family Trust |
1,897,535 | 3.18 | % | |||||
| FJF, LLC |
1,897,535 | 3.18 | % | |||||
| The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust |
2,697,535 | 4.53 | % | |||||
| Frank J. Fertitta, III 2006 Irrevocable Trust |
1,643,134 | 2.76 | % | |||||
| Lorenzo J. Fertitta 2006 Irrevocable Trust |
843,134 | 1.41 | % | |||||
| Fertitta Holdco LLC |
21,163,209 | 26.21 | % | |||||
| Fertitta Investment LLC |
19,528,932 | 24.69 | % | |||||
| KVF Investments, LLC |
8,042,280 | 11.89 | % | |||||
| LNA Investments, LLC |
8,042,280 | 11.89 | % | |||||
20
SCHEDULE 13D
| CUSIP No. 75700L108 | Page 21 of 23 Pages |
| F & J Fertitta Family Business Trust |
13,173,535 | 18.10% | ||||
| L & T Fertitta Family Business Trust |
13,173,535 | 18.10% | ||||
| F & J Fertitta Grandchildren’s 2020 Irrevocable Trust |
675,000 | 1.13% | ||||
| L & T Fertitta Grandchildren’s 2020 Irrevocable Trust |
675,000 | 1.13% | ||||
| Frank J. Fertitta III |
45,847,301 | 44.95% | ||||
| Lorenzo J. Fertitta |
47,447,301 | 46.52% | ||||
| Total for Group |
50,862,970 | 49.87% |
| (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 May 13, 2024 is 0.0.93398. |
Item 7. Material to be Filed as Exhibits
| Exhibit |
Description | |
| Exhibit 1 | Power of Attorney for Fertitta Business Management LLC | |
| Exhibit 2 | Power of Attorney for FI Station Investor LLC | |
| Exhibit 3 | Power of Attorney for FBM Sub 1 LLC | |
| Exhibit 4 | Power of Attorney for The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust | |
| Exhibit 5 | Power of Attorney for FJF, LLC | |
| Exhibit 6 | Power of Attorney for The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust | |
| Exhibit 7 | Power of Attorney for Frank J. Fertitta, III 2006 Irrevocable Trust | |
| Exhibit 8 | Power of Attorney for Lorenzo J. Fertitta 2006 Irrevocable Trust | |
| Exhibit 9 | Power of Attorney for Fertitta Holdco LLC | |
| Exhibit 10 | Power of Attorney for Fertitta Investment LLC | |
| Exhibit 11 | Power of Attorney for KVF Investments, LLC | |
| Exhibit 12 | Power of Attorney for LNA Investments, LLC | |
| Exhibit 13 | Power of Attorney for F & J Fertitta Family Business Trust | |
| Exhibit 14 | Power of Attorney for L & T Fertitta Family Business Trust | |
| Exhibit 15 | Power of Attorney for F & J Fertitta Grandchildren’s 2020 Irrevocable Trust | |
| Exhibit 16 | Power of Attorney for L & T Fertitta Grandchildren’s 2020 Irrevocable Trust | |
| Exhibit 17 | Power of Attorney for Frank J. Fertitta III | |
| Exhibit 18 | Power of Attorney for Lorenzo J. Fertitta | |
| 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). | |
21
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: May 15, 2024
| Fertitta Business Management LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| FI Station Investor LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| FBM Sub 1 LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| Frank J. Fertitta, III 2006 Irrevocable Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| Lorenzo J. Fertitta 2006 Irrevocable Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| Fertitta Investment LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| Fertitta Holdco LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| LNA Investments, LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| KVF Investments, LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| F & J Fertitta Family Business Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| L & T Fertitta Family Business Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| F & J Fertitta Grandchildren’s 2020 Irrevocable Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| L & T Fertitta Grandchildren’s 2020 Irrevocable Trust | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| FJF, LLC | ||
| By: | /s/ Daniel Schafer | |
| Name: Daniel Schafer | ||
| Title: Attorney-in-Fact | ||
| /s/ Frank J. Fertitta III | ||
| Frank J. Fertitta III | ||
| /s/ Lorenzo J. Fertitta | ||
| Lorenzo J. Fertitta | ||
Exhibit 1
LIMITED POWER OF ATTORNEY FOR FERTITTA BUSINESS MANAGEMENT LLC
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
Fertitta Business Management LLC
By: F & J Fertitta Family Business Trust
Its: Member
| By: | /s/ Frank J. Fertitta III | |
| Name: Frank J. Fertitta III | ||
| Title: Trustee | ||
[Signature Page to Power of Attorney – Fertitta Business Management LLC]
Exhibit 2
LIMITED POWER OF ATTORNEY FOR FI STATION INVESTOR LLC
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
FI Station Investor LLC
By: Fertitta Holdco LLC
Its: Manager
| By: | /s/ Frank J. Fertitta III | |
| Name: Frank J. Fertitta III | ||
| Title: Managing Member | ||
[Signature Page to Power of Attorney – FI Station Investor LLC]
Exhibit 3
LIMITED POWER OF ATTORNEY FOR FBM SUB 1 LLC
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
FBM Sub 1 LLC
By: Fertitta Business Management LLC
Its: Member
By: F & J Fertitta Family Business Trust
Its: Member
| By: | /s/ Frank J. Fertitta III | |
| Name: | Frank J. Fertitta III | |
| Title: | Trustee |
[Signature Page to Power of Attorney – FBM Sub 1 LLC]
Exhibit 4
LIMITED POWER OF ATTORNEY FOR THE FRANK J. FERTITTA, III AND JILL ANN FERTITTA FAMILY TRUST
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust
| By: | /s/ Frank J. Fertitta III | |
| Name: | Frank J. Fertitta III | |
| Title: | Trustee |
[Signature Page to Power of Attorney – The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust]
Exhibit 5
LIMITED POWER OF ATTORNEY FOR FJF, LLC
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
| FJF, LLC | ||
| By: | /s/ Frank J. Fertitta III | |
| Name: Frank J. Fertitta III | ||
| Title: Manager | ||
[Signature Page to Power of Attorney – FJF, LLC]
Exhibit 6
LIMITED POWER OF ATTORNEY FOR THE LORENZO J. FERTITTA AND TERESA JO FERTITTA FAMILY TRUST
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust
| By: | /s/ Lorenzo J. Fertitta | |
| Name: | Lorenzo J. Fertitta | |
| Title: | Trustee |
[Signature Page to Power of Attorney – The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust]
Exhibit 7
LIMITED POWER OF ATTORNEY FOR THE FRANK J. FERTITTA, III 2006 IRREVOCABLE TRUST
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
Frank J. Fertitta, III 2006 Irrevocable Trust
| By: | /s/ Lorenzo J. Fertitta | |
| Name: | Lorenzo J. Fertitta | |
| Title: | Trustee |
[Signature Page to Power of Attorney – Frank J. Fertitta, III 2006 Irrevocable Trust]
Exhibit 8
LIMITED POWER OF ATTORNEY FOR THE LORENZO J. FERTITTA 2006 IRREVOCABLE TRUST
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
Lorenzo J. Fertitta 2006 Irrevocable Trust
| By: | /s/ Frank J. Fertitta III | |
| Name: | Frank J. Fertitta III | |
| Title: | Trustee |
[Signature Page to Power of Attorney – Lorenzo J. Fertitta 2006 Irrevocable Trust]
Exhibit 9
LIMITED POWER OF ATTORNEY FOR FERTITTA HOLDCO LLC
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
Fertitta Holdco LLC
| By: | /s/ Frank J. Fertitta III | |
| Name: | Frank J. Fertitta III | |
| Title: | Managing Member |
[Signature Page to Power of Attorney – Fertitta Holdco LLC]
Exhibit 10
LIMITED POWER OF ATTORNEY FOR FERTITTA INVESTMENT LLC
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
Fertitta Investment LLC
By: Fertitta Holdco LLC
Its: Manager
| By: | /s/ Frank J. Fertitta III | |
| Name: | Frank J. Fertitta III | |
| Title: | Managing Member |
[Signature Page to Power of Attorney – Fertitta Investment LLC]
Exhibit 11
LIMITED POWER OF ATTORNEY FOR KVF INVESTMENTS, LLC
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
| KVF Investments, LLC | ||
| By: | /s/ Frank J. Fertitta III | |
| Name: Frank J. Fertitta III | ||
| Title: Manager | ||
[Signature Page to Power of Attorney – KVF Investments, LLC]
Exhibit 12
LIMITED POWER OF ATTORNEY FOR LNA INVESTMENTS, LLC
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
| LNA Investments, LLC | ||
| By: | /s/ Lorenzo J. Fertitta | |
| Name: Lorenzo J. Fertitta | ||
| Title: Manager | ||
[Signature Page to Power of Attorney – LNA Investments, LLC]
Exhibit 13
LIMITED POWER OF ATTORNEY FOR F & J FERTITTA FAMILY BUSINESS TRUST
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
| F & J Fertitta Family Business Trust | ||
| By: | /s/ Frank J. Fertitta III | |
| Name: Frank J. Fertitta III | ||
| Title: Trustee | ||
[Signature Page to Power of Attorney – F & J Fertitta Family Business Trust]
Exhibit 14
LIMITED POWER OF ATTORNEY FOR L & T FERTITTA FAMILY BUSINESS TRUST
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
L & T Fertitta Family Business Trust
| By: | /s/ Lorenzo J. Fertitta | |
| Name: Lorenzo J. Fertitta | ||
| Title: Trustee | ||
[Signature Page to Power of Attorney – L & T Fertitta Family Business Trust]
Exhibit 15
LIMITED POWER OF ATTORNEY FOR F & J FERTITTA GRANDCHILDREN’S 2020 IRREVOCABLE TRUST
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
F & J Fertitta Grandchildren’s 2020 Irrevocable Trust
| By: | /s/ Lorenzo J. Fertitta Jr. | |
| Name: Lorenzo J. Fertitta Jr. | ||
| Title: Trustee | ||
[Signature Page to Power of Attorney – F & J Fertitta Grandchildren’s 2020 Irrevocable Trust]
Exhibit 16
LIMITED POWER OF ATTORNEY FOR L & T FERTITTA GRANDCHILDREN’S 2020 IRREVOCABLE TRUST
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
L & T Fertitta Grandchildren’s 2020 Irrevocable Trust
| By: | /s/ Frank J. Fertitta IV | |
| Name: Frank J. Fertitta IV | ||
| Title: Trustee | ||
[Signature Page to Power of Attorney – L & T Fertitta Grandchildren’s 2020 Irrevocable Trust]
Exhibit 17
LIMITED POWER OF ATTORNEY FOR FRANK J. FERTITTA III
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
Frank J. Fertitta III
| /s/ Frank J. Fertitta III |
| Frank J. Fertitta III |
[Signature Page to Power of Attorney – Frank J. Fertitta III]
Exhibit 18
LIMITED POWER OF ATTORNEY FOR LORENZO J. FERTITTA
BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Daniel Schafer and Kirk D. Homeyer, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any documents necessary to facilitate the filing of beneficial ownership reports, with respect to the securities of Red Rock Resorts, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);
(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes:
(i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit disgorgement under Sections 13(d) and 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 15th day of May, 2024.
Lorenzo J. Fertitta
| /s/ Lorenzo J. Fertitta |
| Lorenzo J. Fertitta |
[Signature Page to Power of Attorney – Lorenzo J. Fertitta]
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