Tilman J. Fertitta - Feb 13, 2025 Form 3 Insider Report for WYNN RESORTS LTD (WYNN)

Role: 10%+ Owner
Signature: /s/ Tilman J. Fertitta
Stock symbol: WYNN
Transactions as of: Feb 13, 2025
Transactions value $: $0
Form type: 3
Date filed: 2/24/2025, 05:02 PM
Previous filing: May 9, 2022
Next filing: Mar 25, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	WYNN	Common Stock						10.9M	Feb 13, 2025	See footnotes	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	WYNN	Derivative Transaction (right to buy and obligation to buy)							Feb 13, 2025	Common Stock	1.68M	$85.73	See footnotes	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The amount of Common Stock reported herein includes: (i) 161,925 shares of Common Stock that are held of record by Mr. Fertitta; (ii) 10,000 shares of Common Stock that are held of record by Fertitta Entertainment, Inc.; (iii) 6,863,324 shares of Common Stock that are held of record by Hospitality Headquarters, Inc. ("Hospitality Headquarters"); and (iv) 3,864,751 shares of Common Stock that are held of record by Fertitta Entertainment, LLC.
F2	Mr. Fertitta is the sole shareholder of Fertitta Entertainment, Inc., which is the sole shareholder of Hospitality Headquarters and the sole indirect owner of Fertitta Entertainment, LLC. As such, Mr. Fertitta may be deemed to share beneficial ownership of the securities held of record by Fertitta Entertainment, Inc., Hospitality Headquarters and Fertitta Entertainment, LLC.
F3	Hospitality Headquarters has entered into a share option transaction pursuant to which at any time prior to May 13, 2025, Hospitality Headquarters may purchase from the counterparty the amount of shares disclosed herein at the price disclosed herein plus a financing amount, or may be obligated to purchase from the counterparty on May 13, 2025, the same number of shares at the same price plus a financing amount. Such purchase is conditioned upon the Reporting Persons obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; otherwise the share option transaction will be settled in cash, in which case Hospitality Headquarters will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the amount of shares disclosed herein during a period determined in accordance with the share option transaction relative to the price disclosed herein (plus a financing amount).