If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Tracinda Corporation
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Nevada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0 shares
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8.
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Shared Voting Power
27,173,744 shares
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9.
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Sole Dispositive Power
0 shares
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10.
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Shared Dispositive Power
27,173,744 shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
27,173,744 shares
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
4.8%*
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14.
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Type of Reporting Person (See
Instructions)
CO
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*
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Percentage calculated on the basis of 566,367,426 shares of common stock issued and outstanding as of February 23, 2018 (based upon information contained in the Companys Annual Report on Form 10-K for the year
ended December 31, 2017).
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CUSIP No. 552953 10 1
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Anthony L. Mandekic
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
51,540 shares
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8.
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Shared Voting Power
27,225,284 shares
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9.
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Sole Dispositive Power
51,540 shares
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10.
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Shared Dispositive Power
27,225,284 shares
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
27,225,284 shares
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
4.8%*
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14.
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Type of Reporting Person (See
Instructions)
IN
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*
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Percentage calculated on the basis of 566,367,426 shares of common stock issued and outstanding as of February 23, 2018 (based upon information contained in the Companys Annual Report on Form 10-K for the year
ended December 31, 2017).
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This Amendment No. 53 amends and supplements the Statement on Schedule 13D filed by Tracinda Corporation, a
Nevada corporation (Tracinda), and Mr. Kirk Kerkorian, the sole shareholder of Tracinda, with the Securities and Exchange Commission (the SEC) on August 20, 1991, as amended on June 8, 1992, October 16,
1992, February 22, 1994, March 11, 1994, November 20, 1995, January 24, 1997, September 25, 1997, August 3, 1998, August 21, 1998, September 1, 1998, June 11, 1999, November 16, 1999, April 18,
2000, February 9, 2001, May 21, 2001, November 2, 2001, May 21, 2007, June 20, 2007, August 7, 2007, August 22, 2007, March 5, 2008, July 8, 2008, September 3, 2008, October 16, 2008,
February 19, 2009, May 18, 2009, May 20, 2009, September 9, 2009, October 20, 2009, April 16, 2010, October 13, 2010, October 18, 2010 (two filings), October 21, 2010, November 12, 2010,
January 28, 2011, April 20, 2011, August 18, 2011, February 28, 2012, April 4, 2012, March 14, 2013, September 18, 2013, June 16, 2015, June 14, 2016. August 17, 2016. September 1, 2016,
February 13, 2017, February 17, 2017, February 22, 2017, May 24, 2017, September 13, 2017 and December 6, 2017, as amended by that certain Schedule
TO-T
filed by Tracinda and
Mr. Kerkorian with the SEC on December 4, 2006, as amended (as so amended, the Schedule 13D), relating to the common stock, $.01 par value per share (Common Stock), of MGM Resorts International, a Delaware
corporation (the Company). Capitalized terms used herein and not otherwise defined in this Amendment No. 53 shall have the meaning set forth in the Schedule 13D.
Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended to add the following information:
On March 9, 2018, pursuant to a Letter Agreement, Tracinda agreed to sell 10,000,000 shares of the Common Stock to the Company at a price of $36.24
per share, which is approximately a 1.5% discount from the closing price of the Common Stock on that date. The transaction is expected to be completed on March 15, 2018.
Tracinda continues to believe there is substantial value in the assets of MGM Resorts and that the Company is a good long term investment. The decision
to sell the shares described above is a product of Tracindas ongoing evaluation of alternatives and opportunities for an orderly disposition of its position in the Common Stock, as directed in Mr. Kerkorians will.
Item 5.
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Interests in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended to add the
following information:
(a)-(b) The following table sets forth information with respect to the Companys securities beneficially owned, as of
the date hereof, by each person or entity named in Item 2 of the Schedule 13D. Mr. Mandekic has sole voting and investment power with respect to the shares held by the Filing Persons.
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Reporting Persons
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Number of Share
Beneficially Owned
with Sole Power to
Vote or to Direct the
Vote or Sole Power
to Dispose or to
Direct
the
Disposition
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Number of Share
Beneficially Owned
with Share Power to
Vote or to Direct the
Vote or Shared
Power to
Dispose or
to Direct the
Disposition
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Aggregate Number
of Shares
Beneficially
Owned
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Percentage of Class
Beneficially
Owned (1)
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Tracinda Corporation
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-0-
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27,173,744
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27,173,744
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4.8%
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Anthony L. Mandekic
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51,540
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27,225,284
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27,225,284
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4.8%
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(1)
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Percentage calculated on the basis of 566,367,426 shares of common stock issued and outstanding as of February 23, 2018 (based upon information contained in the Companys Annual Report on Form
10-K
for the year ended December 31, 2017).
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(c) Except as set forth in this Schedule 13D, within the
last 60 days, no reportable transactions were effected by any Reporting Person.
(d) & (e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item
6 of the Schedule 13D is hereby amended to add the following information:
The disclosure set forth in Item 4 of this Amendment No. 53 is
incorporated herein by this reference.
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
March 13, 2018
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TRACINDA CORPORATION
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By:
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Anthony L. Mandekic
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CEO, President and Secretary/Treasurer
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By:
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/s/ Janet S. McCloud
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Name:
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Janet S. McCloud
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Title:
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Attorney-in-Fact*
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ANTHONY L. MANDEKIC
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By:
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/s/ Janet S. McCloud
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Name:
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Janet S. McCloud
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Title:
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Attorney-in-Fact*
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*
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Power of Attorney filed on June 14, 2016, as Exhibit 99.3 to Amendment No. 44 to the Schedule 13D.
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