Wynn Resorts Limited

01/10/2025 | Press release | Distributed by Public on 01/10/2025 19:14

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Whittemore Ellen F
2. Issuer Name and Ticker or Trading Symbol
WYNN RESORTS LTD [WYNN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP
(Last) (First) (Middle)
C/O WYNN RESORTS, LIMITED, 3131 LAS VEGAS BOULEVARD SOUTH 		3. Date of Earliest Transaction (Month/Day/Year)
01/07/2025
(Street)
LAS VEGAS, NV 89109 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 01/07/2025 A 11,461(1) A $ 0 96,219 D
Common Stock, par value $0.01 per share 01/07/2025 F 4,598(2) D $82.45 91,621 D
Common Stock, par value $0.01 per share 01/07/2025 A 8,597(3) A $ 0 100,218 D
Common Stock, par value $0.01 per share 01/07/2025 A 10,507(4) A $ 0 110,725 D
Common Stock, par value $0.01 per share 01/09/2025 F 976(5) D $81.17 109,749 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whittemore Ellen F
C/O WYNN RESORTS, LIMITED
3131 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NV 89109 		EVP

Signatures

/s/ Nicholas Pannucci, attorney-in-fact for Ellen F. Whittemore 01/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares of common stock, par value $0.01 per share, of Wynn Resorts, Limited (the "Company") granted pursuant to the Company's Amended and Restated 2014 Omnibus Incentive Plan (the "Plan"), which shares vested immediately upon grant.
(2) Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 7, 2025.
(3) Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan, with 1/3 of the shares vesting on each of the three consecutive anniversary dates from the date of grant.
(4) Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is based on achievement of pre-established financial performance goals for the trailing one-, two-, and three-year periods ended December 31, 2025, 2026 and 2027, respectively, and if met, 1/3 of the shares will vest on each of the dates of February 28, 2026, 2027 and 2028.
(5) Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on January 9, 2024.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.