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*
HORNBUCKLE WILLIAM

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO AND PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2020
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 163,167 D
Common Stock $.01 Par Value ND 227,884 I In trust
Common Stock $.01 Par Value ND 8,500 I By Spouse
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) 12/15/2020 A 0.6516 11/14/2018 11/14/2021 Common Stock $.01 Par Value ND 0.6516 (2) 8,017.6516 D
Restricted Stock Units (3) 12/15/2020 A 1.55 (4) 02/23/2021 Common Stock $.01 Par Value ND 1.55 (2) 19,072.5949 D
Restricted Stock Units (1) 12/15/2020 A 1.7409 10/19/2019 10/19/2022 Common Stock $.01 Par Value ND 1.7409 (2) 21,421.7409 D
Restricted Stock Units (3) 12/15/2020 A 0.7868 02/21/2020(5) 02/21/2023 Common Stock $.01 Par Value ND 0.7868 (2) 9,681.6453 D
Restricted Stock Units (3) 12/15/2020 A 1.5183 02/27/2021(5) 02/27/2024 Common Stock $.01 Par Value ND 1.5183 (2) 18,682.2566 D
Restricted Stock Units (6) 12/15/2020 A 4.9328 (6) (6) Common Stock $.01 Par Value ND 4.9328 (2) 60,698.123 D
Restricted Stock Units (7) 12/15/2020 A 3.6582 04/01/2021 04/01/2024 Common Stock $.01 Par Value ND 3.6582 (2) 45,014.1817 D
Restricted Stock Units (8) 12/15/2020 A 23.5751 04/01/2022 04/01/2022 Common Stock $.01 Par Value ND 23.5751 (2) 290,091.3933 D
Restricted Stock Units (9) 12/15/2020 A 12.4156 08/18/2021 08/18/2024 Common Stock $.01 Par Value ND 12.4156 (2) 152,773.5008 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.
/s/ Jessica Cunningham, Attorney-In-Fact 12/17/2020
** 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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