Statement of Changes in Beneficial Ownership (4)
May 06 2022 - 4:59PM
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).
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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
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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
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SALEM PAUL J |
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 _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3600 LAS VEGAS BLVD. SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/4/2022 |
(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 | | | | | | | | 1517000 | D | |
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) | 5/4/2022 | | M | | | 4499.097 | (2) | (2) | Common Stock $.01 Par Value ND | 4499.097 | $0 | 0 | D | |
Deferred Stock Units | (3) | 5/4/2022 | | M | | 4499.097 | | (3) | (3) | Common Stock $.01 Par Value ND | 4499.097 | $0 | 62046.3598 | D | |
Restricted Stock Units | (1) | 5/5/2022 | | A | | 4453 | | (4) | (4) | Common Stock $.01 Par Value ND | 4453 | $0 | 4453 | D | |
Explanation of Responses: |
(1) | Restricted Stock Units ("RSUs") granted under the Company's 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) | The RSUs vested on May 4, 2022, pursuant to the Plan and applicable award agreement. |
(3) | Represents Deferred Stock Units ("DSUs") under the MGM Resorts International (the "Company") Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent of one share of Company common stock. The DSUs become payable upon the Reporting Person's termination of service as a Director. |
(4) | The RSUs will vest upon the earlier of (i) May 5, 2023 or (ii) the date of the Company's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SALEM PAUL J 3600 LAS VEGAS BLVD. SOUTH LAS VEGAS, NV 89109 | X |
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Signatures
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/s/ Jessica Cunningham, Attorney-In-Fact | | 5/6/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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