Melco Resorts & Entertainment Limited (MLCO) SC 13D/AMelco Resorts & Entertainment / Melco International Development ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Melco Resorts & Entertainment Limited

(Name of Issuer)

Ordinary Shares, par value US$0.01 per share

(Title of Class of Securities)

G5974W103

(CUSIP Number)

Melco Leisure and Entertainment Group Limited

38th Floor, The Centrium

60 Wyndham Street

Central Hong Kong

(852) 3151 3777

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 18, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

CUSIP No. G5974W 10 3

CUSIP No. G5974W 10 3

CUSIP No. G5974W 10 3

This Amendment No. 6 (this “Amendment”) amends and supplements the Schedule 13D filed on February 6, 2017, as amended by Amendment No. 1 filed on May 17, 2017, Amendment No. 2 filed on November 19, 2018, Amendment No. 3 filed on February 19, 2019, Amendment No. 4 filed on July 15, 2019 and Amendment No 5. filed on May 13, 2022, with respect to the Issuer by the Reporting Persons (the “Original Filing”). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.

Percentages of the Ordinary Shares outstanding reported in this Amendment are calculated based upon the number of Ordinary Shares outstanding as of March 25, 2022, which reflects the number reported in the Annual Report on Form 20-F filed by the Issuer with the Securities and Exchange Commission on March 31, 2022 (“Form 20-F”), as adjusted to reflect the Issuer’s repurchase of (i) 29,446,827 Ordinary Shares in the form of American Depositary Shares (the “Previously Repurchased Shares”), as announced by the Issuer in its Form 20-F, Current Report on Form 6-K filed on May 6, 2022 and Current Report on Form 6-K filed on August 18, 2022 and (ii) 9,995,799 Ordinary Shares and 75,000,000 Ordinary Shares in the form of American Depositary Shares pursuant to the Share Repurchase Agreement as described in Item 6 hereof (the “Newly Repurchased Shares”) (calculated assuming that the Previously Repurchased Shares and the Newly Repurchased Shares were cancelled).

Item 1 is hereby amended by replacing it in its entirety with the following:

This Schedule 13D relates to the ordinary shares (the “Ordinary Shares”) of Melco Resorts & Entertainment Limited, a Cayman Islands exempted company (the “Issuer”). The address of the Issuer’s principal executive offices is 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong.

Items 2(a) and 2(c) are hereby amended by replacing them in their entirety with the following:

As of the date of this Amendment, 122,243,024 ordinary shares of Melco International are held by Lasting Legend Ltd., 301,368,606 ordinary shares of Melco International are held by Better Joy Overseas Ltd., 53,491,345 ordinary shares of Melco International are held by Mighty Dragon Developments Limited, 91,445,132 ordinary shares of Melco International are held by Black Spade Capital Limited, and 1,566,000 ordinary shares of Melco International are held by Maple Peak Investments Inc., representing approximately 8.1%, 19.9%, 3.5%, 6.0% and 0.1%, respectively, of Melco International’s shares. All of such companies are controlled corporations of Mr. Ho and are owned by persons and/or trusts associated with Mr. Ho. In addition, 4,212,102 ordinary shares of Melco International are held by Mr. Ho’s spouse, representing approximately 0.3% of Melco International’s shares.

Mr. Ho also has an interest in L3G Holdings Inc., a company controlled by a discretionary family trust, the beneficiaries of which include Mr. Ho and his immediate family members, that holds 312,666,187 ordinary shares of Melco International, representing approximately 20.6% of Melco International’s shares.

Consequently, Mr. Ho may be deemed to beneficially own an aggregate of 886,992,396 ordinary shares of Melco International, representing approximately 58.5% of Melco International’s ordinary shares outstanding.

Item 4 of the Original Filing is hereby amended and supplemented by adding the following information:

Item 6 summarizes certain provisions of the Share Repurchase Agreement and is incorporated herein by reference. A copy of the Share Repurchase Agreement is attached as an exhibit to this Schedule 13D, and incorporated herein by reference.

Item 5 is hereby amended by replacing it in its entirety with the following:

On August 18, 2022, Melco International, Melco Leisure and the Issuer entered into a share repurchase agreement (“Share Repurchase Agreement”) pursuant to which Melco Leisure agreed to sell and the Issuer agreed to repurchase 9,995,799 Ordinary Shares and 75,000,000 Ordinary Shares in the form of American Depositary Shares in the Issuer for an aggregate repurchase price of US$152,709,118.87 (“Repurchase Transaction”). The Share Repurchase Agreement contains a number of customary closing conditions, and the Repurchase Transaction is expected to close on August 25, 2022.

The description of the Share Repurchase Agreement in this Item 6 is qualified in its entirety by reference to the complete text of the Share Repurchase Agreement, which has been filed as Exhibit 99.9 and which is incorporated herein by reference in its entirety.

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: August 18, 2022