SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SANDERS COREY IAN

(Last) (First) (Middle)
3600 LAS VEGAS BLVD., S.

(Street)
LAS VEGAS NV 89109

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MGM Resorts International [ MGM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock $.01 Par Value ND 411,603 D
Common Stock $.01 Par Value ND 36,465 I By CIS Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) 09/15/2020 A 0.5351 10/03/2017 10/03/2020 Common Stock $.01 Par Value ND 0.5351 (2) 5,082.4551 D
Restricted Stock Units (1) 09/15/2020 A 1.6883 11/14/2018 11/14/2021 Common Stock $.01 Par Value ND 1.6883 (2) 16,034.0432 D
Restricted Stock Units (3) 09/15/2020 A 1.793 (4) 02/23/2021 Common Stock $.01 Par Value ND 1.793 (2) 17,027.7562 D
Restricted Stock Units (5) 09/15/2020 A 3.3833 10/19/2019 10/19/2022 Common Stock $.01 Par Value ND 3.3833 (2) 32,131.2567 D
Restricted Stock Units (3) 09/15/2020 A 0.9103 02/21/2020(6) 02/21/2023 Common Stock $.01 Par Value ND 0.9103 (2) 8,644.6749 D
Restricted Stock Units (3) 09/15/2020 A 1.7562 02/27/2021(6) 02/27/2024 Common Stock $.01 Par Value ND 1.7562 (2) 16,678.3971 D
Restricted Stock Units (7) 09/15/2020 A 3.3376 (7) (7) Common Stock $.01 Par Value ND 3.3376 (2) 31,697.4109 D
Restricted Stock Units (8) 09/15/2020 A 3.7284 04/01/2021 04/01/2024 Common Stock $.01 Par Value ND 3.7284 (2) 35,408.2785 D
Restricted Stock Units (5) 09/15/2020 A 8.5453 08/18/2021 08/18/2024 Common Stock $.01 Par Value ND 8.5453 (2) 81,154.5453 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. 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.
6. 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.
7. 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 50% 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.
8. 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.
/s/ Andrew Hagopian III, Attorney-In-Fact 09/17/2020
** 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).
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