. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On March 14, 2018, Ms. Wynn and Stephen A. Wynn (“Mr. Wynn”) presented the Eighth Judicial District Court in Clark County, Nevada (the “ District Court ”) in the case of Wynn Resorts, Limited vs. Kazuo Okada, et al ., Case No. A-12-656710 (the “ Litigation ”) with a stipulation agreeing that the Amended and Restated Stockholders Agreement, dated as of January 6, 2010, among Ms. Wynn, Mr. Wynn and Aruze USA, Inc. (the “ Stockholders Agreement ”) is invalid and unenforceable as a matter of law and that none of the parties to the Stockholders Agreement shall have any further rights or obligations thereunder. The District Court entered an order (the “ Order ”) approving the parties’ stipulation and dismissing certain of Ms. Wynn’s claims in the Litigation on March 14, 2018.

Upon entry of the Order by the District Court, the Stockholders Agreement is no longer deemed to bind Ms. Wynn, and Ms. Wynn is no longer deemed to be part of a “group” (as such term is defined in Rule 13d-5(b) under the Act) with Mr. Wynn and Wynn Family Limited Partnership (“ WFLP ”). Accordingly, Ms. Wynn no longer files the Schedule 13D jointly with Mr. Wynn and WFLP.

SCHEDULE 13D
Page 4 of 5 Pages

Ms. Wynn may engage in discussions with the Company’s shareholders, management and board of directors regarding a variety of matters relating to the Company, including, among other things, the Company’s strategy, business, management, capital structure and allocation, corporate governance, and board composition. Ms. Wynn may take steps seeking to bring about changes to increase shareholder value, including, but not limited to, pursuing any of the plans or proposals referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) As of the date hereof, Ms. Wynn may be deemed to beneficially own, in the aggregate, 9,539,077 shares of Common Stock, which equates to approximately 9.26% of the total number of shares of Common Stock outstanding. The beneficial ownership percentage is based on a total of 103,017,861 shares of Common Stock outstanding as of February 15, 2018, as reported in the Company’s Form 10-K filed on February 28, 2018.

(b) As of the date hereof, Ms. Wynn may be deemed to have sole voting and dispositive power over 9,539,077 shares of Common Stock.

(c) The response to Item 4 of this Amendment No. 13 is incorporated by reference herein. Other than as reported in this Amendment No. 13, no transactions in the Common Stock have been effected by Ms. Wynn within the past 60 days.

(d) This Item 5(d) is not applicable.

(e) This Item 5(e) is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 4 of this Amendment No. 13 is incorporated by reference herein.

Except as set forth herein, Ms. Wynn has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SELL! SELL! SELL!