SEC Form 4 · accession 0001127602-15-030890
MGM Resorts International · MGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Corey Ian Sanders
Officer — CHIEF OPERATING OFFICER
Period of report
Nov 5, 2015
Accepted (ET)
Nov 9, 2015 · 5:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000789570
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock $.01 Par Value ND | Nov 5, 2015 | M | 40,000 | $0.00 | A | 74,762 | D | |
| Common Stock $.01 Par Value ND | Nov 5, 2015 | F | 23,968 | $24.07 | D | 50,794 | D | |
| Common Stock $.01 Par Value NDF1 | Nov 5, 2015 | S | 16,032 | $24.00 | D | 34,762 | D | |
| Common Stock $.01 Par Value ND | Nov 5, 2015 | M | 5,969 | $0.00 | A | 40,731 | D | |
| Common Stock $.01 Par Value ND | Nov 5, 2015 | F | 2,504 | $23.91 | D | 38,227 | D | |
| Common Stock $.01 Par Value NDF2 | Nov 5, 2015 | M | 113,073 | $0.00 | A | 151,300 | D | |
| Common Stock $.01 Par Value ND | Nov 5, 2015 | F | 47,435 | $23.91 | D | 103,865 | D | |
| Common Stock $.01 Par Value ND | holding | — | — | — | 11,474 | I | By CIS Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Appreciation RightsF3 | $7.45 | Nov 5, 2015 | M | 40,000 | D | Aug 3, 2010 | Aug 3, 2016 | Common Stock $.01 Par Value ND | 40,000 | 340,000 | D |
| Restricted Stock UnitsF4 | — | Nov 5, 2015 | M | 5,969 | D | Nov 5, 2013 | Nov 5, 2016 | Common Stock $.01 Par Value ND | 5,969 | 5,970 | D |
| Performance Share UnitsF5 | — | Nov 5, 2015 | M | 72,124 | D | Nov 5, 2015 | Nov 5, 2015 | Common Stock $.01 Par Value ND | 72,124 | 0 | D |
Explanation of responses
- F1The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.01, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- F2Based on the average closing price of $20.96 over the 60-calendar-day period ending on the Vesting Date, approximately 1.57 shares were issued on the Vesting Date per Performance Share Unit ("PSU").
- F3Stock Appreciation Rights (SARs) granted under the MGM MIRAGE Amended and Restated 2005 Omnibus Incentive Plan (the "2005 Plan"). The SARs will vest in four equal installments beginning on August 3, 2010.
- F4Restricted Stock Units ("RSUs") granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. The RSUs were subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of MGM Resorts, during the six-month period ending on June 30, 2013. Because the performance criteria were met, the RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date.
- F5PSUs granted under the MGM Resorts International ("MGM Resorts") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each PSU represents the right to receive between 0 and 1.6 shares of MGM Resorts common stock depending upon the performance of the common stock from the grant date to the date that is three years after the grant date (the "Vesting Date"), relative to a target price of $13.37 (the "Target Price"). The Target Price is equal to 125% of the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the grant date. If the ending average stock price is less than 60% of the Target Price (the "Minimum Price"), then no shares will be issued on the Vesting Date. If the ending average stock price is equal to or greater than 160% of the Target Price (the "Maximum Price"), then 1.6 shares will be issued on the Vesting Date per PSU. If the ending average stock price is between the Minimum Price and the Maximum Price, then a number of shares will be issued on the Vesting Date per PSU equal to the ending average stock price divided by the Target Price. For this purpose, the ending average stock price is the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the Vesting Date.