UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Melco Resorts & Entertainment Limited
(Name of Issuer)
Ordinary Shares, par value US$0.01 per share
(Title of Class of Securities)
G5974W 10 3
(CUSIP Number)
May 15, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G5974W 10 3 |
| 1. | Names of Reporting Persons: I.R.S. Identification Nos. of Above Persons (entities only).
Crown Resorts Limited - Not applicable | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Australia | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
HC, CO | |||||
| CUSIP No. G5974W 10 3 |
| 1. | Names of Reporting Persons: I.R.S. Identification Nos. of Above Persons (entities only).
Crown Entertainment Group Holdings Pty Ltd - Not applicable | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Australia | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G5974W 10 3 |
| 1. | Names of Reporting Persons: I.R.S. Identification Nos. of Above Persons (entities only).
Crown CCR Group Holdings One Pty Ltd - Not applicable | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Australia | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G5974W 10 3 |
| 1. | Names of Reporting Persons: I.R.S. Identification Nos. of Above Persons (entities only).
Crown Asia Investments Pty Ltd - Not applicable | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Australia | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
This Amendment No. 1 amends the Schedule 13G filed February 3, 2017 by the Reporting Persons.
| Item 1(a) | Name of Issuer: |
Melco Resorts & Entertainment Limited
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
36th Floor, The Centrium
60 Wyndham Street
Central
Hong Kong
| Item 2(a) | Name of Person Filing: |
Crown Resorts Limited (“Crown”)
Crown Entertainment Group Holdings Pty Ltd (“Crown Entertainment”)
Crown CCR Group Holdings One Pty Ltd (“CCR One”)
Crown Asia Investments Pty. Ltd. (“Crown Asia”)
| Item 2(b) | Address or Principal Business Office or, if None, Residence: |
Crown Resorts Limited
Level 3, Crown Towers
8 Whiteman Street
Southbank, Victoria 3006
Australia
Crown Entertainment Group Holdings Pty Ltd
Level 3, Crown Towers
8 Whiteman Street
Southbank, Victoria 3006
Australia
Crown CCR Group Holdings One Pty Ltd
Level 3, Crown Towers
8 Whiteman Street
Southbank, Victoria 3006
Australia
Crown Asia Investments Pty. Ltd.
Level 3, Crown Towers
8 Whiteman Street
Southbank, Victoria 3006
Australia
| Item 2(c) | Citizenship: |
Crown – Australia
Crown Entertainment – Australia
CCR One – Australia
Crown Asia – Australia
| Item 2(d) | Title of Class of Securities: |
Ordinary Shares (the “Ordinary Shares”)
| Item 2(e) | CUSIP Number: |
The CUSIP number for the Ordinary Shares is G5974W103.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4. | Ownership. |
As a result of a transaction which completed on May 15, 2017, each of Crown, Crown Entertainment, CCR One and Crown Asia have ceased to beneficially own any Ordinary Shares, and each of Crown, Crown Entertainment, CCR One and Crown Asia have ceased to have any power to vote (or direct the vote) or power to dispose (or direct the disposition) of any Ordinary Shares.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Crown Asia, Crown Entertainment, CCR One and Crown may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Act.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 23, 2017
| For and on Behalf of | ||
| CROWN RESORTS LIMITED | ||
| By: | /s/ John Alexander | |
| Name: | John Alexander | |
| Title: | Director | |
| For and on Behalf of | ||
| CROWN ENTERTAINMENT GROUP HOLDINGS PTY LTD | ||
| By: | /s/ John Alexander | |
| Name: | John Alexander | |
| Title: | Director | |
| For and on Behalf of | ||
| CROWN CCR GROUP HOLDINGS ONE PTY LTD | ||
| By: | /s/ John Alexander | |
| Name: | John Alexander | |
| Title: | Director | |
| For and on Behalf of | ||
| CROWN ASIA INVESTMENTS PTY. LTD. | ||
| By: | /s/ John Alexander | |
| Name: | John Alexander | |
| Title: | Director | |
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.* | Agreement with respect to filing of Schedule 13G, dated as of February 1, 2017, between Crown Resorts Limited, Crown Entertainment Group Holdings Pty Ltd, Crown CCR Group Holdings One Pty Ltd and Crown Asia Investments Pty. Ltd. | |
| * | Previously filed as Exhibit 1 to the Schedule 13G filed on February 3, 2017 by the Reporting Persons |