UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September ~~May 24~~7, 2017

~~Station~~STATION ~~Casinos~~CASINOS LLC ~~(Exact name of registrant as specified in its charter) Red Rock Resorts, Inc. (Exact name of registrant as specified in its charter)~~

Nevada		000-54193		27-3312261		Delaware		001-37754		47-5081182
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)		(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

1505 South Pavilion Center Drive, Las Vegas, Nevada 89135

Nevada

000-54193

27-3312261

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

(Address of principal executive offices)

Registrant’s telephone number, including area code: (702) 495-3000

Not Applicable.

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.~~02.~~01 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~(b)~~ On ~~May~~September 247, 2017, ~~Marc J. Falcone, Executive Vice President, Chief Financial Officer and Treasurer of Red Rock Resorts, Inc. and~~ Station Casinos LLC (~~together,~~ the “Company’”), ~~notified~~issued ~~the~~a ~~Company~~press release announcing that heit ishad ~~resigning,~~priced ~~effective~~its onoffering ~~May 31~~of $550, ~~2017~~000,000 toaggregate ~~pursue~~principal ~~other~~amount ~~opportunities. Mr. Falcone~~of ~~will~~Senior ~~continue~~Notes todue ~~provide~~2025 ~~consulting services to~~ (the ~~Company~~“Notes”) ~~for~~at aan ~~period~~interest rate of ~~twelve~~5% ~~months~~ and, ~~in consideration for providing such services and a release of claims, will receive compensation in~~ an ~~amount~~issue price equal to ~~continued~~100% ~~payments~~ of ~~his~~the ~~base~~principal ~~salary~~amount of ~~$50,000 per month for a period of twelve months and continuation of~~ the ~~group~~Notes. ~~health~~The ~~insurance~~offering ~~and~~is ~~long~~expected ~~term~~to ~~disability~~close ~~insurance~~on ~~for~~or ~~a period of twelve months~~about September 21, or2017, insubject ~~the~~to ~~event~~customary ~~the~~closing ~~Company~~conditions. ~~determines~~A ~~that~~copy ~~continuation~~ of ~~such coverage~~the press release is ~~not~~included ~~permitted,~~herewith aas ~~lump-sum~~Exhibit ~~payment~~99.1 ofand ~~the~~is ~~economic~~incorporated ~~equivalent~~herein ~~thereof~~by reference.

~~(c) Stephen~~The L.Company ~~Cootey~~intends ~~was~~to ~~appointed~~apply ~~Executive~~the ~~Vice~~net ~~President,~~proceeds ~~Chief Financial Officer and Treasurer~~ of the ~~Company~~sale ~~on May 24, 2017. Mr. Cootey has served as Executive Vice President and Chief Administrative Officer~~ of the ~~Company~~Notes ~~since March 2017. Prior~~ to ~~joining the Company, Mr.~~(i) ~~Cootey~~to ~~served~~redeem asall ~~the Chief Financial Officer~~ of ~~Wynn~~its ~~Resorts~~outstanding ~~Ltd~~7.50% ~~from May~~Senior ~~2014~~Notes ~~to March 2017~~due 2021, ~~its~~(ii) ~~Treasurer~~to ~~from~~repay ~~February~~all ~~2014~~amounts tooutstanding ~~March~~under ~~2017 and~~ its ~~Senior~~revolving ~~Vice~~credit ~~President~~facility, ~~from January 2014~~ (iii) to ~~May~~pay ~~2014.~~fees Heand ~~served~~costs asassociated ~~Senior~~with ~~Vice~~the ~~President~~offering ~~of Corporate Finance at Las Vegas Sands Corporation from March 2012 to December 2013~~ and ~~its~~such ~~Vice~~refinancing ~~President of Corporate Finance from October 2009 to March 2012. From June 2004 to October 2009, he was a Partner~~ and ~~Senior~~(iv) for ~~Research~~general ~~Analyst~~corporate ~~of Prides Capital, LLC~~purposes. ~~He served as Vice President of Credit Suisse First Boston 2001 to 2004.~~

~~Mr. Cootey,~~The ~~age~~Notes ~~48,~~will isbe ~~party~~offered to anqualified ~~employment~~institutional ~~agreement~~buyers ~~with~~under ~~the~~Rule ~~Company~~144A ~~dated~~of ~~March 3, 2017 that provides for a fixed five-year term, unless~~ the ~~agreement~~Securities isAct ~~otherwise terminated pursuant to its terms. The employment agreement provides that Mr. Cootey shall be entitled to an annual base salary~~ of ~~not less than $600~~1933,~~000~~ ~~and~~as aamended ~~discretionary~~(the ~~annual bonus with a~~“Securities ~~targeted~~Act”) ~~amount~~and ~~equal~~ to ~~Mr. Cootey’s~~persons ~~annual~~outside ~~base~~the ~~salary~~United ~~and~~States aunder ~~minimum~~Regulation ~~bonus~~S of ~~$600,000 for~~ the ~~year~~Securities ~~ended December 31, 2017~~Act. ~~Pursuant~~The toNotes ~~the~~will ~~employment agreement, Mr. Cootey is also entitled to a discretionary annual long-term incentive award with a targeted value~~ not ~~less~~be ~~than~~registered ~~200%~~under ~~of Mr. Cootey’s annual base salary. In~~ the ~~event~~Securities ~~of termination of employment for any reason~~Act, ~~Mr. Cootey will be entitled to accrued~~ and ~~unpaid obligations under his employment agreement~~, ~~such~~unless asso ~~unpaid salary~~registered, ~~any~~may ~~annual bonus awarded but~~ not ~~yet paid, and reimbursement for previously-incurred expenses. Mr. Cootey will not~~ be ~~entitled~~offered ~~to any additional payments~~ or ~~benefits~~sold ifin ~~his employment is terminated by~~ the ~~Company~~ ~~for~~United ~~“cause”~~States ~~or by Mr. Cootey,~~ except ~~with~~pursuant ~~“good~~to ~~reason”~~an exemption ~~following~~from, aor ~~change~~ in ~~control~~a oftransaction ~~the~~not ~~Company.~~subject Ifto, ~~Mr. Cootey’s employment is terminated by~~ the ~~Company~~registration ~~without~~requirements ~~“cause” or by Mr. Cootey for “good reason” following a change in control~~ of the ~~Company,~~Securities heAct ~~will~~and beapplicable ~~entitled~~state tosecurities ~~receive~~laws. ~~additional~~This ~~payments~~report ~~consisting~~shall ofnot aconstitute ~~pro-rated~~an ~~annual~~offer ~~bonus~~to ~~for~~sell or the ~~year~~solicitation of ~~termination~~an ~~and~~offer ~~a cash payment equal~~ to ~~the~~buy ~~annual~~securities, ~~base~~nor shall ~~salary~~there inbe ~~effect~~any atsale ~~the time~~ of ~~termination~~securities ~~(paid~~ in 12any ~~equal~~state ~~monthly installments) and continuation of group health and long-term disability insurance coverage for 12 months (~~or ajurisdiction ~~cash payment made~~ in ~~lieu~~which ~~of continued~~such ~~coverage).~~offer, ~~Receipt~~solicitation, ofor ~~the~~sale ~~additional~~would ~~payments~~be isunlawful ~~subject~~prior to ~~the~~registration ~~execution~~or ofqualification aunder ~~release of claims against~~ the ~~Company.~~securities ~~Mr. Cootey’s~~laws ~~employment~~of ~~agreement~~any ~~also~~such ~~contains~~state ~~certain~~or restrictive covenant obligations, including indefinite confidentiality obligations and non-competition and non-solicitation restrictions with respect to a defined “restricted area” through the first anniversary of termination of employmentjurisdiction.

Item 89.01. ~~Other~~Financial ~~Events~~Statements and Exhibits.

~~Jeffrey~~(d) T.Exhibits Welch has been appointed Executive Vice President and Chief Legal Officer of the Company effective upon commencement of his employment with the Company, which is expected to be on or around June 21, 2017. Mr. Welch joins the Company from Deutsche Bank AG, where he has served as Managing Director and Senior Counsel since 2003, as Director and Counsel from 1997 to 2003 and as Vice President and Counsel from 1993 to 1997. In addition, Mr. Welch served as Deutsche Bank’s representative on the Board of Directors of Station Holdco LLC from 2013 to 2016. Prior to joining Deutsche Bank, Mr. Welch was an Associate at White & Case from 1988 to 1993. Mr. Welch received a B.A from Duke University and a J.D. from the University of Virginia School of Law.

The Company entered into an employment agreement with Mr. Welch in a form that is substantially the same as Mr. Cootey’s employment agreement, including an annual base salary of $600,000, and includes an agreement by the Company to reimburse Mr. Welch for relocation expenses.


Exhibit No.		Description of Exhibit

99.1		Press Release, dated September 7, 2017.

2SIGNATURE

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 24, 2017

Station Casinos LLC /s/ Richard J. Haskins Red Rock Resorts, Inc. /s/ Richard J. Haskins By: Richard J. Haskins By: Richard J. Haskins President President

STATION CASINOS LLC

Dated: September 7, 2017

/s/ Stephen L. Cootey

Stephen L. Cootey

Executive Vice President, Chief Financial Officer and Treasurer

Filing Compare · Station Casinos LLC