The current study examines the role of attention in forming complex binding structures in episodic memory. Previous research (Yim, Dennis, & Sloutsky, 2011a, 2011b) indicated that three-way bindings can be formed within an explicit memory task. Here we attempt to reduce explicit attending by presenting participants with a variant of statistical learning. The paradigm was modified to accommodate the constraints in two list learning paradigms ABABr, and ABCD. Only the ABABr paradigm requires a three-way binding in order to perform above chance. Evidence of learning was derived from learning curves, accuracies and reaction time at test. Results show evidence of learning for the ABCD condition but not for the ABABr condition. This finding indicates that whereas the ABCD structure can be learned implicitly, learning of ABABr lists depends on attention and requires explicit learning.