Statement of Changes in Beneficial Ownership (4)
September 11 2017 - 5:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GROUNDS WILLIAM WARWICK
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2. Issuer Name
and
Ticker or Trading Symbol
MGM Resorts International
[
MGM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
3600 LAS VEGAS BLVD. SOUTH,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/7/2017
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(Street)
LAS VEGAS, NV 89109
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/7/2017
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D
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5200000
(2)
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D
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$34.01
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20848738
(2)
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I
(2)
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See Footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Infinity World Investments LLC, a Nevada limited liability company ("Infinity World"), is a direct wholly-owned subsidiary of Infinity World Cayman Investments Corporation, a Cayman Islands exempted company ("Cayman Investments"). Cayman Investments is a direct wholly-owned subsidiary of Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership ("Cayman LP"), for which Infinity World (Cayman) Holding, a Cayman Islands exempted company ("Cayman Holding"), is general partner. Cayman Holding is a direct wholly-owned subsidiary of Infinity World Holding Ltd., a Dubai, United Arab Emirates offshore corporation ("Infinity Holding") and a wholly-owned subsidiary of Dubai World. Dubai World is a decree entity of Dubai, United Arab Emirates government and 100% owned by the Government of Dubai ("DW").
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(2)
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Following the transaction reported herein, Infinity World is a direct beneficial owner of 9,348,738 shares. Cayman LP is a direct beneficial owner of 11,500,000 shares. Cayman LP and Cayman Investments are each indirect beneficial owners of the 9,348,738 shares directly beneficially owned by Infinity World. DW, Infinity Holding and Cayman Holding are each indirect beneficial owners of the aggregate 20,848,738 shares directly beneficially owned by Infinity World and Cayman LP. Each of Infinity World, Cayman Investments, Cayman LP, Cayman Holding, Infinity Holding and DW (collectively, the "Dubai Entities") disclaim beneficial ownership of these shares except to the extent of that person's pecuniary interest therein. Mr. Grounds personally beneficially owns 2,300 shares of the Issuer's Common Stock and disclaims beneficial ownership of the shares beneficially owned by the Dubai Entities.
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Remarks:
William W. Grounds is a director of the Issuer who was designated as a nominee for election to serve on the Issuer's board of directors pursuant to the that certain company stock purchase and support agreement, dated as of August, 21, 2007, by and between the Issuer and Infinity World Investments LLC. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: Infinity World Investments LLC, Infinity World Cayman Investments Corporation, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., and Dubai World.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GROUNDS WILLIAM WARWICK
3600 LAS VEGAS BLVD. SOUTH
LAS VEGAS, NV 89109
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X
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See Remarks
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Dubai World
EMIRATES TOWERS, LEVEL 47, SHEIKH
ZAYED ROAD
DUBAI, C0
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X
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See Remarks
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Infinity World Holding Ltd.
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
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X
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See Remarks
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Infinity World Cayman Investments Corp
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
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X
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See Remarks
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Infinity World (Cayman) L.P.
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
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X
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See Remarks
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Infinity World (Cayman) Holding
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
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X
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See Remarks
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Infinity World Investments LLC
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
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X
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See Remarks
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Signatures
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William Warwick Grounds, By: /s/ William Warwick Grounds
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9/11/2017
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**
Signature of Reporting Person
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Date
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Dubai World, By: /s/ Hamad Buamim, Managing Director
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9/11/2017
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**
Signature of Reporting Person
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Date
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Infinity World Holding Ltd., By: /s/ Hamad Buamim, Director
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9/11/2017
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**
Signature of Reporting Person
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Date
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Infinity World Cayman Investments Corporation, By: /s/ Hamad Buamim, Director
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9/11/2017
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**
Signature of Reporting Person
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Date
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Infinity World (Cayman) L.P., By: Infinity World (Cayman) Holding, its General Partner, By: /s/ Hamad Buamim, Director
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9/11/2017
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**
Signature of Reporting Person
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Date
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Infinity World (Cayman) Holding, By: /s/ Hamad Buamim, Director
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9/11/2017
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**
Signature of Reporting Person
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Date
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Infinity World Investments LLC, By: /s/ Hamad Buamim, Director
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9/11/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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