SEC Form 4 · accession 0001127602-18-029946

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

Oct 5, 2018

Accepted (ET)

Oct 10, 2018 · 7:44 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^F1	Oct 5, 2018	M	255,185	$0.00	A	658,694	D
Common Stock $.01 Par Value ND	Oct 5, 2018	F	100,416	$26.24	D	558,278	D
Common Stock $.01 Par Value ND^F2	Oct 5, 2018	M	64,808	$0.00	A	623,086	D
Common Stock $.01 Par Value ND	Oct 5, 2018	F	25,503	$26.24	D	597,583	D
Common Stock $.01 Par Value ND	Oct 5, 2018	M	16,586	$0.00	A	614,169	D
Common Stock $.01 Par Value ND	Oct 5, 2018	F	6,528	$26.24	D	607,641	D
Common Stock $.01 Par Value ND	Oct 6, 2018	M	10,120	$0.00	A	617,761	D
Common Stock $.01 Par Value ND	Oct 6, 2018	F	3,984	$26.24	D	613,777	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
Performance Share Units^F3	—	Oct 5, 2018	M	227,929	D	Oct 5, 2018	Oct 5, 2018	Common Stock $.01 Par Value ND	227,929	0	D
Profit Growth Plan Performance Share Units^F4	—	Oct 5, 2018	M	57,886	D	Oct 5, 2018	Oct 5, 2018	Common Stock $.01 Par Value ND	57,886	0	D
Restricted Stock Units^F5	—	Oct 5, 2018	M	16,586	D	Oct 5, 2016	Oct 5, 2019	Common Stock $.01 Par Value ND	16,586	16,586	D
Restricted Stock Units^F6	—	Oct 6, 2018	M	10,120	D	Oct 6, 2015	Oct 6, 2018	Common Stock $.01 Par Value ND	10,120	0	D

Explanation of responses

F1Based on the average closing price of $28.107 over the 60-day-period ending on the Transaction Date, as adjusted to include accrued dividend equivalents, approximately 1.11958 shares of common stock were issued 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 MGM Resorts International ("MGM Resorts") Amended and Restated 2005 Omnibus Incentive Plan (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.