SECURITIES AND EXCHANGE COMMISSION FORM 10-K/A Annual report pursuant to section 13 and 15(d) [amend] Filing Date: 2017-05-01 | Period of Report: 2016-12-31 SEC Accession No. 0001193125-17-152240 (HTML Version on secdatabase.com) FILER Station Casinos LLC Mailing Address Business Address 10801 WEST CHARLESTON 10801 WEST CHARLESTON CIK:1503579| IRS No.: 273312261 | State of Incorp.:NV | Fiscal Year End: 1231 BLVD. BLVD. Type: 10-K/A | Act: 34 | File No.: 000-54193 | Film No.: 17802020 SUITE 600 SUITE 600 SIC: 7011 Hotels & motels LAS VEGAS NV 89135 LAS VEGAS NV 89135 702-495-3000 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission file number 000-54193 STATION CASINOS LLC (Exact name of registrant as specified in its charter) Nevada 27-3312261 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (Address of principal executive offices, Zip Code) Registrants telephone number, including area code: (702) 495-3000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Voting Units Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ 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 ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting units held by non-affiliates (all persons other than executive officers or directors) of the registrant as of June 30, 2016 was $0. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐ As of April 28, 2017, 100 shares of the registrants voting units were outstanding and 100 shares of the registrants non-voting units were outstanding. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXPLANATORY NOTE Station Casinos LLC (Station LLC), is hereby amending its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the Report) to revise Part III of the Report to include the information previously omitted from the Report. Station LLC is managed by its managing member, Red Rock Resorts, Inc. (Red Rock). Station LLC and Red Rock are referred to collectively and interchangeably herein as we, our or the Company. This Amendment No. 1 to the Report continues to speak as of the date of filing of the Report, and except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 1 to the Report to reflect any events that occurred at a date subsequent to the filing of the Report. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS PART III Item 10. Directors, Executive Officers and Corporate Governance 1 Item 11. Executive Compensation 9 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters 23 Item 13. Certain Relationships and Related Transactions, and Director Independence 27 Item 14. Principal Accountant Fees and Services 32 PART IV Item 15. Exhibits, Financial Statement Schedules 33 Signatures 34 i Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board of Directors and Executive Officers Station LLC is member managed by Red Rock, the holder of all of the outstanding voting membership interests of Station LLC. As a result, Station LLC does not have a board of directors and all management decisions are made by Red Rock in its capacity as managing member of Station LLC. Set forth below are the names, ages, positions and biographical information for the members of the board of directors of Red Rock (the Red Rock Board) and the individuals who serve as executive officers of Red Rock and Station LLC: Name Age Position Frank J. Fertitta III (*) 55 Chairman of the Board of Directors and Chief Executive Officer (CEO) Richard J. Haskins 53 President Marc J. Falcone 44 Executive Vice President, Chief Financial Officer and Treasurer Daniel J. Roy 57 Executive Vice President and Chief Operating Officer Stephen L. Cootey 48 Executive Vice President and Chief Administrative Officer Stephen L. Cavallaro (**) 59 Executive Vice Chairman Lorenzo J. Fertitta (*) 48 Vice Chairman of the Board of Directors Robert A. Cashell, Jr. 51 Director Robert E. Lewis 71 Director James E. Nave, D.V.M. 72 Director (*) Frank J. Fertitta III and Lorenzo J. Fertitta are brothers. (**) Mr. Cavallaro retired on December 31, 2016. Set forth below is a description of the backgrounds, including business experience, for each of our directors and executive officers. Board of Directors Frank J. Fertitta III. Mr. Fertitta has served as CEO of Red Rock and the Chairman of the Red Rock Board since October 2015. Mr. Fertitta has also served as CEO of Station LLC since June 2011 and served as a member of the board of directors of Station Holdco LLC (Station Holdco), the holder of all of the economic membership interests of Station LLC from June 2011 until Station Holdco became member managed in connection with the initial public offering of Red Rock in May 2016 (the IPO). Mr. Fertitta also served as President of Station LLC from January 2011 to October 2012. Mr. Fertitta served as Chairman of the board of directors of Station Casinos Inc., the Companys predecessor (STN) from February 1993, CEO of STN from July 1992 and President of STN from July 2008, in each case through June 2011; Mr. Fertitta also served as President of STN from 1989 until July 2000. He has held senior management positions since 1985, when he was named General Manager of Palace Station. He was elected a director of STN in 1986, at which time he was also appointed Executive Vice President and Chief Operating Officer. Mr. Fertitta was also the co-owner of Fertitta Entertainment LLC (Fertitta Entertainment), until the time it was acquired by Station LLC in May 2016, serving as the CEO since April 2011, and the co-owner of Zuffa, LLC until it was sold in August 2016. We believe that Mr. Fertittas experience and business expertise in the gaming industry, as well as his position as one of our principal equityholders, give him the qualifications and skills to serve on the Red Rock Board. Lorenzo J. Fertitta. Mr. Fertitta has served as a member of the Red Rock Board since its formation in September 2015 and as Vice Chairman of the Red Rock Board since January 2017. He has served as a member of Station Holdcos board of directors from June 2011 until Station Holdco became member managed in connection 1 Copyright © 2017 www.secdatabase.com.