SEC Form 4 · accession 0001127602-18-012156
MGM Resorts International · MGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Murren
Officer — CHAIRMAN & CEO · Director
Period of report
Mar 15, 2018
Accepted (ET)
Mar 19, 2018 · 7:52 pm EDT
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 | holding | — | — | — | 395,435 | D | ||
| Common Stock $.01 Par Value ND | holding | — | — | — | 481,960 | I | By Grantor Retained Annuity Trust | |
| Common Stock $.01 Par Value ND | holding | — | — | — | 175,329 | I | By spousal limited access trusts |
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,F1 | — | Mar 15, 2018 | A | 34 | A | Oct 6, 2015 | Oct 6, 2018 | Common Stock $.01 Par Value ND | 34 | 10,038 | D |
| Restricted Stock UnitsF2,F1 | — | Mar 15, 2018 | A | 110 | A | Oct 5, 2016 | Oct 5, 2019 | Common Stock $.01 Par Value ND | 110 | 32,902 | D |
| Restricted Stock UnitsF3 | — | Mar 15, 2018 | A | 261 | A | — | — | Common Stock $.01 Par Value ND | 261 | 77,721 | D |
| Restricted Stock UnitsF2,F1 | — | Mar 15, 2018 | A | 133 | A | Oct 3, 2017 | Oct 3, 2020 | Common Stock $.01 Par Value ND | 133 | 39,619 | D |
| Restricted Stock UnitsF2,F1 | — | Mar 15, 2018 | A | 247 | A | Nov 14, 2018 | Nov 14, 2021 | Common Stock $.01 Par Value ND | 247 | 73,550 | D |
| Restricted Stock UnitsF2,F4,F5 | — | Mar 15, 2018 | A | 118 | A | — | Feb 23, 2021 | Common Stock $.01 Par Value ND | 118 | 35,183 | D |
Explanation of responses
- F1Restricted 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 will vest in four equal annual installments commencing on the first anniversary of the grant date, subject to the terms of the Plan and applicable award agreement.
- F2Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on MGM Resorts International's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue.
- F3The RSUs cliff vest on December 31, 2021, with delivery automatically deferred until Mr. Murren's separation from the Company (unless such separation is determined to have been for Employer's Good Cause, as defined in his employment agreement), and are subject to automatic forfeiture in the event of Mr. Murren's termination for any reason prior to December 31, 2021.
- F4RSUs granted under the Plan. Each RSU represents the right to receive one share of MGM Resorts common stock.
- F5The RSUs are fully vested. Delivery of shares will be made on the third anniversary of the grant date.