Form SC 13D/A Melco Resorts & Entertai Filed by: Melco International Development LTD

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 disclosures provided in a prior cover page. The information required on 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).

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  Melco International Development Limited

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  BK, AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Hong Kong

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

812,729,781 shares (Melco Leisure and Entertainment Group Limited and Mr. Ho, Lawrence Yau Lung may also be deemed to have sole voting power with respect to these shares)

  SHARED VOTING POWER

  812,729,781 shares

  SOLE DISPOSITIVE POWER

812,729,781 shares (Melco Leisure and Entertainment Group Limited and Mr. Ho, Lawrence Yau Lung may also be deemed to have sole dispositive power with respect to these shares)

  SHARED DISPOSITIVE POWER

  812,729,781

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  812,729,781

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  56.9%⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  HC, CO

The percentage indicated in this Row 13 is 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 an aggregate of 27,743,301 Ordinary Shares in the form of American Depositary Shares (the “Repurchased Shares”), as announced by the Issuer in its Form 20-F and Current Report on Form 6-K filed on May 6, 2022 (calculated assuming that the Repurchased Shares have been cancelled).

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  Melco Leisure and Entertainment Group Limited

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  BK, AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  British Virgin Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

812,729,781 shares (Melco International Development Limited and Mr. Ho, Lawrence Yau Lung may also be deemed to have sole voting power with respect to these shares)

  SHARED VOTING POWER

  812,729,781 shares

  SOLE DISPOSITIVE POWER

812,729,781 shares (Melco International Development Limited and Mr. Ho, Lawrence Yau Lung may also be deemed to have sole dispositive power with respect to these shares)

  SHARED DISPOSITIVE POWER

  812,729,781

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  812,729,781

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  56.9%⁽¹⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  CO

The percentage indicated in this Row 13 is 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, as adjusted to reflect the Issuer’s repurchase of the Repurchased Shares, as announced by the Issuer in its Form 20-F and Current Report on Form 6-K filed on May 6, 2022 (calculated assuming that the Repurchased Shares have been cancelled).

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

  Ho, Lawrence Yau Lung

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  BK, AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Canada

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

820,403,865⁽²⁾ shares (Out of these shares, Melco International Development Limited and Melco Leisure and Entertainment Group Limited may also be deemed to have sole voting power with respect to 812,729,781 shares)

  SHARED VOTING POWER

  812,729,781⁽¹⁾ shares (including shares disclaimed; see Item 5 below)

  SOLE DISPOSITIVE POWER

820,403,865⁽²⁾ shares (Out of these shares, Melco International Development Limited and Melco Leisure and Entertainment Group Limited may also be deemed to have sole dispositive power with respect to 812,729,781 shares)

  SHARED DISPOSITIVE POWER

  812,729,781⁽¹⁾ shares (including shares disclaimed; see Item 5 below)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

820,403,865⁽²⁾ shares (Out of these shares, Melco International Development Limited and Melco Leisure and Entertainment Group Limited may also be deemed to beneficially own 812,729,781 shares)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  57.4%⁽²⁾⁽³⁾

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

In addition, Mr. Ho is entitled to receive (upon vesting) 312,012 restricted shares pursuant to the Issuer’s share incentive plan, all of which will vest within 60 days of the date hereof, as further described in Item 5 below.

Includes 312,012 restricted shares which Mr. Ho is entitled to receive (upon vesting) pursuant to the Issuer’s share incentive plan, all of which will vest within 60 days of the date hereof, as further described in Item 5 below.

The percentage indicated in this Row 13 is 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, as adjusted to reflect the Issuer’s repurchase of the Repurchased Shares, as announced by the Issuer in its Form 20-F and Current Report on Form 6-K filed on May 6, 2022 (calculated assuming that the Repurchased Shares have been cancelled).

Security and Issuer

Identity and Background

This Schedule 13D is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): Melco International Development Limited, a Hong Kong-listed company (“Melco International”), its wholly-owned subsidiary Melco Leisure and Entertainment Group Limited, a company incorporated under the laws of the British Virgin Islands (“Melco Leisure”), and Mr. Ho, Lawrence Yau Lung, a citizen of Canada (“Mr. Ho”).

The principal business of Melco International and Melco Leisure, through their subsidiaries, is engaging in leisure, gaming and entertainment, and other investments.

Purpose of the Transaction

Interest in Securities of the Issuer

As of the date of this Amendment, the Reporting Persons may be deemed to each beneficially own an aggregate of 812,729,781 Ordinary Shares, which are held by Melco Leisure (the “Shares”). The Shares represent approximately 56.9% of the Issuer’s outstanding Ordinary Shares. In addition, Mr. Ho personally holds 7,362,072 Ordinary Shares and is entitled to receive (upon vesting) 312,012 restricted shares pursuant to the Issuer’s share incentive plan which will vest within 60 days of the date hereof, together representing a further approximately 0.5% of the Issuer’s Ordinary Shares outstanding.

The Reporting Persons have shared voting and dispositive power over 812,729,781 of the Shares, and Mr. Ho has sole voting and dispositive power over 7,674,084 of the Shares.

The Reporting Persons have not effected any transaction in the Ordinary Shares during the past 60 days.

Not applicable.

Not applicable.

Name

Present
Business Address

Present
Principal Occupation

Citizenship

Certified Public Accountant

and Independent Non-executive Director of Melco International Development Limited and Melco Resorts & Entertainment Limited

Name

Present
Business Address

Present
Principal Occupation

Citizenship