SEC Form 4 · accession 0001127602-18-029939
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
Oct 5, 2018
Accepted (ET)
Oct 10, 2018 · 7:29 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 NDF1 | Oct 5, 2018 | M | 59,057 | $0.00 | A | 246,536 | D | |
| Common Stock $.01 Par Value ND | Oct 5, 2018 | F | 23,240 | $26.24 | D | 223,296 | D | |
| Common Stock $.01 Par Value NDF2 | Oct 5, 2018 | M | 16,202 | $0.00 | A | 239,498 | D | |
| Common Stock $.01 Par Value ND | Oct 5, 2018 | F | 6,376 | $26.24 | D | 233,122 | D | |
| Common Stock $.01 Par Value ND | Oct 5, 2018 | M | 3,839 | $0.00 | A | 236,961 | D | |
| Common Stock $.01 Par Value ND | Oct 5, 2018 | F | 1,512 | $26.24 | D | 235,449 | D | |
| Common Stock $.01 Par Value ND | Oct 6, 2018 | M | 2,601 | $0.00 | A | 238,050 | D | |
| Common Stock $.01 Par Value ND | Oct 6, 2018 | F | 1,024 | $26.24 | D | 237,026 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF3 | — | Oct 5, 2018 | M | 52,750 | D | Oct 5, 2018 | Oct 5, 2018 | Common Stock $.01 Par Value ND | 52,750 | 0 | D |
| Profit Growth Plan Performance Share UnitsF4 | — | Oct 5, 2018 | M | 14,472 | D | Oct 5, 2018 | Oct 5, 2018 | Common Stock $.01 Par Value ND | 14,472 | 0 | D |
| Restricted Stock UnitsF5 | — | Oct 5, 2018 | M | 3,839 | D | Oct 5, 2016 | Oct 5, 2019 | Common Stock $.01 Par Value ND | 3,839 | 3,838 | D |
| Restricted Stock UnitsF6 | — | Oct 6, 2018 | M | 2,601 | D | Oct 6, 2015 | Oct 6, 2018 | Common Stock $.01 Par Value ND | 2,601 | 0 | D |
Explanation of responses
- F1Based on the average closing price of $28.107 over the 60-calendar-day period ending on the Transaction Date, as adjusted to include accrued dividend equivalents, approximately 1.11958 shares were issued on the Vesting Date per Performance Share Unit ("PSU"). Any fractional shares were paid in cash upon settlement.
- F2Based on the average closing price of $28.107 over the 60-calendar-day period ending on the Transaction Date, as adjusted to include accrued dividend equivalents, approximately 1.11958 shares were issued on the Vesting Date per Profit Growth Plan Performance Share Unit ("Profit Growth PSU"). Any fractional shares were paid in cash upon settlement.
- 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 $25.76 (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 Transaction Date.
- F4Profit Growth PSUs granted under the Plan and the Profit Growth Share Incentive Plan, pursuant to MGM Resorts' Form of Performance Share Units Agreement. Each Profit Growth 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 $25.76 (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 Profit Growth 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 Profit Growth 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.
- F5Restricted Stock Units ("RSUs") granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. Any fractional shares were paid in cash upon settlement.
- F6RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. Any fractional shares were paid in cash upon settlement.