SEC Form 4 · accession 0001127602-15-030892
MGM Resorts International · MGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Selwood
Officer — EVP - CHIEF ACCOUNTING OFFICER
Period of report
Nov 5, 2015
Accepted (ET)
Nov 9, 2015 · 5:25 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 | 3,582 | $0.00 | A | 34,064 | D | |
| Common Stock $.01 Par Value ND | Nov 5, 2015 | F | 980 | $23.91 | D | 33,084 | D | |
| Common Stock $.01 Par Value NDF1 | Nov 5, 2015 | M | 67,843 | $0.00 | A | 100,927 | D | |
| Common Stock $.01 Par Value ND | Nov 5, 2015 | F | 25,599 | $23.91 | D | 75,328 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Nov 5, 2015 | M | 3,582 | D | Nov 5, 2013 | Nov 5, 2016 | Common Stock $.01 Par Value ND | 3,582 | 3,582 | D |
| Performance Share UnitsF3 | — | Nov 5, 2015 | M | 43,274 | D | Nov 5, 2015 | Nov 5, 2015 | Common Stock $.01 Par Value ND | 43,274 | 0 | D |
Explanation of responses
- F1Based 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").
- F2Restricted 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.
- F3PSUs 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.