SEC Form 4 · accession 0001127602-19-010897

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 7, 2019

Accepted (ET)

Mar 11, 2019 · 7:05 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	Mar 7, 2019	M	153,166	$0.00	A	159,726	D
Common Stock $.01 Par Value ND	Mar 7, 2019	F	60,271	$26.45	D	99,455	D
Common Stock $.01 Par Value ND	holding	—	—		—	481,960	I	By Grantor Retained Annuity Trust
Common Stock $.01 Par Value ND	holding	—	—		—	793,788	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
MIP Performance Share Units^F2	—	Mar 7, 2019	M	126,361	D	Mar 7, 2019	Mar 7, 2019	Common Stock $.01 Par Value ND	126,361	0	D

Explanation of responses

F1Based on the average closing price of $28.0705 over the 60-calendar-day period ending on the Performance End Date (as defined below), as adjusted to include accrued dividend equivalents, approximately 1.21213 shares were issued on the Performance End Date per Performance Share Unit ("PSU").
F2PSUs 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 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 $23.87 (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 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 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, as adjusted to include accrued dividend equivalents. PSUs shall not be subject to forfeiture in the event that the participant's employment terminates for any reason.