SEC Form 4 · accession 0001127602-15-030894

MGM Resorts International · MGM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Phyllis James

Officer — EVP SPECIAL COUNSEL-LITIGATION

Period of report

Nov 5, 2015

Accepted (ET)

Nov 9, 2015 · 5:27 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
Common Stock $.01 Par Value ND	Nov 5, 2015	M	1,492	$0.00	A	14,245	D
Common Stock $.01 Par Value ND	Nov 5, 2015	F	409	$23.91	D	13,836	D
Common Stock $.01 Par Value ND^F1	Nov 5, 2015	M	28,268	$0.00	A	42,104	D
Common Stock $.01 Par Value ND	Nov 5, 2015	F	7,732	$23.91	D	34,372	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 Units^F2	—	Nov 5, 2015	M	1,492	D	Nov 5, 2013	Nov 5, 2016	Common Stock $.01 Par Value ND	1,492	1,493	D
Performance Share Units^F3	—	Nov 5, 2015	M	18,031	D	Nov 5, 2015	Nov 5, 2015	Common Stock $.01 Par Value ND	18,031	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.