WYNN RESORTS LTD — Director's Dealing 2023

Jan 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WYNN RESORTS LTD (WYNN)
CIK: 0001174922
Period of Report: 2023-01-12

Reporting Person: CAMERON-DOE JULIE (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-12	Common Stock, par value $0.01 per share	F	1443	$98.61	Disposed	48325	Direct
2023-01-12	Common Stock, par value $0.01 per share	A	8996	—	Acquired	57321	Direct
2023-01-12	Common Stock, par value $0.01 per share	F	3488	$98.61	Disposed	53833	Direct
2023-01-12	Common Stock, par value $0.01 per share	A	7188	—	Acquired	61021	Direct
2023-01-12	Common Stock, par value $0.01 per share	A	4791	—	Acquired	65812	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-12	Performance Share Units	$0.0	A	3994	Acquired	2026-01-01	Common Stock, par value $0.01 ()	Direct

Footnotes

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.