Statement of Changes in Beneficial Ownership (4)
September 17 2020 - 7:20PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
HORNBUCKLE WILLIAM |
2. Issuer Name and Ticker or Trading Symbol
MGM Resorts International
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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) CEO AND PRESIDENT |
(Last)
(First)
(Middle)
3600 LAS VEGAS BLVD., S. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2020 |
(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 | | | | | | | | 148730 | D | |
Common Stock $.01 Par Value ND | | | | | | | | 227884 | I | In trust |
Common Stock $.01 Par Value ND | | | | | | | | 8500 | I | By Spouse |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | 9/15/2020 | | A | | 0.5351 | | 10/3/2017 | 10/3/2020 | Common Stock $.01 Par Value ND | 0.5351 | (2) | 5082.4551 | D | |
Restricted Stock Units | (1) | 9/15/2020 | | A | | 1.6883 | | 11/14/2018 | 11/14/2021 | Common Stock $.01 Par Value ND | 1.6883 | (2) | 16034.0432 | D | |
Restricted Stock Units | (3) | 9/15/2020 | | A | | 2.0081 | | (4) | 2/23/2021 | Common Stock $.01 Par Value ND | 2.0081 | (2) | 19071.0449 | D | |
Restricted Stock Units | (1) | 9/15/2020 | | A | | 3.3833 | | 10/19/2019 | 10/19/2022 | Common Stock $.01 Par Value ND | 3.3833 | (2) | 32131.2567 | D | |
Restricted Stock Units | (3) | 9/15/2020 | | A | | 1.0194 | | 2/21/2020 (5) | 2/21/2023 | Common Stock $.01 Par Value ND | 1.0194 | (2) | 9680.8585 | D | |
Restricted Stock Units | (3) | 9/15/2020 | | A | | 1.967 | | 2/27/2021 (5) | 2/27/2024 | Common Stock $.01 Par Value ND | 1.967 | (2) | 18680.7383 | D | |
Restricted Stock Units | (6) | 9/15/2020 | | A | | 6.3908 | | (6) | (6) | Common Stock $.01 Par Value ND | 6.3908 | (2) | 60693.1902 | D | |
Restricted Stock Units | (7) | 9/15/2020 | | A | | 4.7394 | | 4/1/2021 | 4/1/2024 | Common Stock $.01 Par Value ND | 4.7394 | (2) | 45010.5235 | D | |
Restricted Stock Units | (8) | 9/15/2020 | | A | | 30.5431 | | 4/1/2022 | 4/1/2022 | Common Stock $.01 Par Value ND | 30.5431 | (2) | 290067.8182 | D | |
Restricted Stock Units | (9) | 9/15/2020 | | A | | 16.0852 | | 8/18/2021 | 8/18/2024 | Common Stock $.01 Par Value ND | 16.0852 | (2) | 152761.0852 | D | |
Explanation of Responses: |
(1) | Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Company common stock. Any fractional shares are paid in cash upon settlement. |
(2) | Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Company's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue. |
(3) | RSUs granted under the Plan. Each RSU represents the right to receive one share of Company common stock. Any fractional shares will be paid in cash upon settlement. |
(4) | The RSUs are fully vested. Delivery of shares will be made on the third anniversary of the grant date. |
(5) | The RSUs are fully vested. Delivery of shares will be made in four equal annual installments commencing on the first anniversary of the grant date. |
(6) | RSUs granted under the Plan. On March 30, 2020, the Reporting Person voluntarily reduced the cash amount of his base salary for the remainder of 2020 by 100% in exchange for a grant of an equivalent value of RSUs. Such RSUs will vest and be paid in full on December 31, 2020. Should the Reporting Person leave his employment for any reason prior to December 27, 2020, the last day of his final pay period in 2020, the RSUs shall vest and become payable on a pro-rata basis. |
(7) | RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date. The RSUs were granted on April 1, 2020 as part of the Reporting Person's 2020 annual equity award pursuant to the terms of his new employment agreement with the Company. |
(8) | RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will cliff vest on the second anniversary of the grant date. If the Reporting Person's employment with the Company terminates as a result of a "Special No-Cause Termination" as defined in the Reporting Person's employment agreement then the RSUs will vest in full and become payable within 30 days from the date of his separation. |
(9) | RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HORNBUCKLE WILLIAM 3600 LAS VEGAS BLVD., S. LAS VEGAS, NV 89109 | X |
| CEO AND PRESIDENT |
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Signatures
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/s/ Andrew Hagopian III, Attorney-In-Fact | | 9/17/2020 |
**Signature of Reporting Person | Date |
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