Statement of Changes in Beneficial Ownership (4)
September 19 2017 - 7:23PM
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
*
MURREN JAMES
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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
__
X
__ Officer (give title below)
_____ Other (specify below)
CHAIRMAN & CEO
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(Last)
(First)
(Middle)
3600 LAS VEGAS BLVD. SOUTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2017
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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)
_
X
_ Form filed by One Reporting Person
___ 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 $.01 Par Value ND
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71442
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D
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Common Stock $.01 Par Value ND
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603519
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I
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By Grantor Retained Annuity Trust
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Common Stock $.01 Par Value ND
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175329
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I
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By spousal limited access trusts
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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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Restricted Stock Units
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(1)
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9/15/2017
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A
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36.9066
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10/7/2014
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10/7/2017
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Common Stock $.01 Par Value ND
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36.9066
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(2)
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10746.542
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D
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Restricted Stock Units
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(1)
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9/15/2017
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A
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68.4839
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10/6/2015
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10/6/2018
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Common Stock $.01 Par Value ND
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68.4839
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(2)
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19941.2551
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D
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Restricted Stock Units
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(1)
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9/15/2017
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A
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168.3609
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10/5/2016
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10/5/2019
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Common Stock $.01 Par Value ND
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168.3609
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(2)
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49023.6421
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D
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Restricted Stock Units
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(1)
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9/15/2017
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A
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180.2072
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10/3/2017
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10/3/2020
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Common Stock $.01 Par Value ND
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180.2072
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(2)
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52473.0496
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D
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Restricted Stock Units
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(3)
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9/15/2017
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A
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265.1341
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(3)
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(3)
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Common Stock $.01 Par Value ND
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265.1341
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(3)
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77202.2278
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D
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Explanation of Responses:
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(1)
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Restricted Stock Units ("RSUs") granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. The RSUs vest in four equal annual installments beginning on the first anniversary of the grant date.
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(2)
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Dividend 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.
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(3)
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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.
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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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MURREN JAMES
3600 LAS VEGAS BLVD. SOUTH
LAS VEGAS, NV 89109
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X
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CHAIRMAN & CEO
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Signatures
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/s/ Andrew Hagopian III, Attorney-In-Fact
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9/19/2017
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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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