Julie Cameron - Jan 12, 2023 Form 4 Insider Report for WYNN RESORTS LTD (WYNN)

Role: CFO
Signature: /s/ Nicholas Pannucci, attorney-in-fact for Julie Cameron-Doe
Stock symbol: WYNN
Transactions as of: Jan 12, 2023
Transactions value $: -$486,246
Form type: 4
Date filed: 1/17/2023, 07:09 PM
Previous filing: May 13, 2022
Next filing: Feb 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WYNN	Common Stock, par value $0.01 per share	Tax liability	-$142K	-1.44K	-2.9%	$98.61	48.3K	Jan 12, 2023	Direct	F1
transaction	WYNN	Common Stock, par value $0.01 per share	Award	$0	+9K	+18.62%	$0.00	57.3K	Jan 12, 2023	Direct	F2
transaction	WYNN	Common Stock, par value $0.01 per share	Tax liability	-$344K	-3.49K	-6.09%	$98.61	53.8K	Jan 12, 2023	Direct	F3
transaction	WYNN	Common Stock, par value $0.01 per share	Award	$0	+7.19K	+13.35%	$0.00	61K	Jan 12, 2023	Direct	F4
transaction	WYNN	Common Stock, par value $0.01 per share	Award	$0	+4.79K	+7.85%	$0.00	65.8K	Jan 12, 2023	Direct	F5

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
transaction	WYNN	Performance Share Units	Award	$0	+3.99K		$0.00	3.99K	Jan 12, 2023	Common Stock, par value $0.01		$0.00	Direct	F6

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

Explanation of Responses:

Id	Content
F1	Shares withheld to satisfy tax withholding obligation upon vesting of restricted stock previously granted on April 25, 2022.
F2	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, which shares vested immediately upon grant.
F3	Shares withheld to satisfy tax withholding obligation upon vesting of immediately vested stock granted on January 12, 2023.
F4	Restricted 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"). Vesting of the shares is conditioned on continued service through January 12, 2026, with 1/3 of the shares vesting on each of the three consecutive anniversary dates from the date of grant; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.
F5	Restricted shares of common stock, par value $0.01 per share, of the Company granted pursuant to the Plan. Vesting of the shares is is based on achievement of pre-established financial performance goals in each of the years ended December 31, 2023, 2024 and 2025, and if met, 1/3 of the shares will vest on each of the dates of February 28, 2024, 2025 and 2026; provided that if the reporting person's employment with the Company is terminated, certain accelerated vesting provisions may apply.
F6	Represents the grant of performance share units ("PSUs") pursuant to the Plan. Each PSU represents the right to receive between 0 and 1.6 shares of Company common stock depending on the performance of the common stock from January 1, 2023 to January 1, 2026 (the "Vesting Date"), with such performance determined as the multiple of the average closing price of Company common stock over the 60-calendar day period ending on the Vesting Date, as adjusted to include dividends paid during the term of the PSU, to the average closing price of Company common stock over the 60-calendar day period ending on January 1, 2023.