SEC Form 4 · accession 0001127602-17-010690

MGM Resorts International · MGM

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

Reporting owner

Daniel D'Arrigo

Officer — EXECUTIVE VICE PRESIDENT & CFO

Period of report

Mar 3, 2017

Accepted (ET)

Mar 7, 2017 · 6:19 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^F1	Mar 3, 2017	M	22,346	$0.00	A	143,568	D
Common Stock $.01 Par Value ND	Mar 3, 2017	F	6,101	$26.46	D	137,467	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
MIP Performance Share Units^F2	—	Mar 3, 2017	M	25,003	D	Mar 3, 2017	Mar 3, 2017	Common Stock $.01 Par Value ND	25,003	0	D

Explanation of responses

F1Based on the average closing price of $28.35 over the 60-calendar-day period ending on the Vesting Date, approximately 0.8938 shares were issued on the Vesting Date per Performance Share Unit ("PSU").
F2Management Incentive Plan Performance Share Units ("MIP PSUs") granted under the MGM Resorts International ("MGM Resorts") Amended and Restated 2005 Omnibus Incentive Plan and the Second Amended and Restated Annual Performance-Based Incentive Plan for Executive Officers, pursuant to MGM Resorts' Form of Performance Share Units Agreement (Bonus Payout). Each MIP 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 "Performance End Date"), relative to a target price of $31.72 (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 Performance End 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 Performance End Date per MIP 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 Performance End Date per MIP 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 Performance End Date. MIP PSUs shall not be subject to forfeiture in the event that the participant's employment terminates for any reason.