FERTITTA TILMAN J Form 4 Filed 2025-03-25

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

FERTITTA TILMAN J

2. Issuer Name and Ticker or Trading Symbol
WYNN RESORTS LTD [WYNN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O FERTITTA ENTERTAINMENT, INC., 1510 WEST LOOP SOUTH

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2025

(Street)

HOUSTON, TX 77027

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/21/2025		P		5,025	A	$80.9859	10,905,025	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	03/24/2025		J⁽³⁾		1,683,500	A	$85.7333	12,588,525	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	03/24/2025		P		11,475	A	$84.9279	12,600,000	I	See footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Derivative Transaction (right to buy and obligation to buy)

$85.7333

03/24/2025

J⁽³⁾

1,683,500

⁽³⁾

05/13/2025

Common Stock

1,683,500

⁽³⁾

See footnote⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FERTITTA TILMAN J C/O FERTITTA ENTERTAINMENT, INC. 1510 WEST LOOP SOUTH HOUSTON, TX 77027		X
Fertitta Entertainment, Inc. 1510 WEST LOOP SOUTH HOUSTON, TX 77027		X
Hospitality Headquarters Inc C/O FERTITTA ENTERTAINMENT, INC. 1510 WEST LOOP SOUTH HOUSTON, TX 77027		X
Fertitta Entertainment, LLC C/O FERTITTA ENTERTAINMENT, INC. 1510 WEST LOOP SOUTH HOUSTON, TX 77027		X

Explanation of Responses:

1.	After the transactions reported herein, the amount of Common Stock 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) 8,546,824 shares of Common Stock that are held of record by Hospitality Headquarters; and (iv) 3,881,251 shares of Common Stock that are held of record by Fertitta Entertainment, LLC.
2.	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.
3.	On March 24, 2025, Hospitality Headquarters, Inc. ("Hospitality Headquarters") acquired 1,683,500 shares of Common Stock pursuant to the previously disclosed share option transaction. Pursuant to the share option transaction, at any time prior to May 13, 2025, Hospitality Headquarters had the right to purchase from the counterparty the amount of shares disclosed herein at the price disclosed herein plus a financing amount, or was 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 was conditioned upon the Reporting Persons obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

	Signatures
	/s/ Tilman J. Fertitta	03/25/2025
	Fertitta Entertainment, Inc., By: /s/ Tilman J. Fertitta, President and CEO	03/25/2025
	Hospitality Headquarters, Inc., By: /s/ Tilman J. Fertitta, President and CEO	03/25/2025
	Fertitta Entertainment, LLC, By: /s/ Tilman J. Fertitta, President	03/25/2025
	** Signature of Reporting Person	Date
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