SEC Form 4 · accession 0001127602-18-036701

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

Dec 14, 2018

Accepted (ET)

Dec 18, 2018 · 8:29 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000789570

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock $.01 Par Value ND	holding	—	—	—	625,019	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 Units^F2,F1	—	Dec 14, 2018	A	75	A	Oct 5, 2016	Oct 5, 2019	Common Stock $.01 Par Value ND	75	16,661	D
Restricted Stock Units^F2,F3	—	Dec 14, 2018	A	355	A	—	—	Common Stock $.01 Par Value ND	355	78,713	D
Restricted Stock Units^F2,F1	—	Dec 14, 2018	A	121	A	Oct 3, 2017	Oct 3, 2020	Common Stock $.01 Par Value ND	121	26,749	D
Restricted Stock Units^F2,F1	—	Dec 14, 2018	A	252	A	Nov 14, 2018	Nov 14, 2021	Common Stock $.01 Par Value ND	252	55,866	D
Restricted Stock Units^F2,F4,F5	—	Dec 14, 2018	A	161	A	—	Feb 23, 2021	Common Stock $.01 Par Value ND	161	35,632	D
Restricted Stock Units^F2,F6	—	Dec 14, 2018	A	476	A	Oct 19, 2019	Oct 19, 2022	Common Stock $.01 Par Value ND	476	105,542	D

Explanation of responses

F1Restricted Stock Units ("RSUs") granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of common stock. Any fractional shares will be paid in cash upon settlement.
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.
F3RSUs granted under the Plan. Each RSU represents the right to receive one share of MGM Resorts common stock. The 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. Any fractional shares will be paid in cash upon settlement.
F5The RSUs are fully vested. Delivery of shares will be made on the third anniversary of the grant date.
F6RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. The RSUs are 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, 2019 (the "Measurement Date"). Provided such criteria are met, the RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date. If such criteria are not met, then the RSUs will automatically expire on the Measurement Date without any shares being issued.