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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 10/04/2024 | M | 17,979 | 10/04/2022 | 10/04/2025 | Common Stock $.01 Par Value ND | 17,979 | $ 0 | 17,980 | D | ||||
| Restricted Stock Units | (4) | 10/07/2024 | A | 97,324 | 10/07/2025 | 10/07/2027 | Common Stock $.01 Par Value ND | 97,324 | $ 0 | 97,324 | D | ||||
| Performance Share Units | (5) | 10/07/2024 | A | 69,293 | 10/07/2027 | 10/07/2027 | Common Stock $.01 Par Value ND | 69,293 | $ 0 | 69,293 | D | ||||
| 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 | ||
| /s/ Jessica Cunningham, Attorney-In-Fact | 10/08/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the vesting of 51,287.82344 performance share units (PSUs) granted on 10/4/2021, under the MGM Resorts International (Company) Amended and Restated 2005 Omnibus Incentive Plan (Plan). Each PSU represented the right to receive between 0 and 1.6 shares of Company common stock depending upon the performance of the common stock from the grant date to the date that was three years after the grant date (Vesting Date), relative to a target price of $52.20 (Target Price). The Target Price is equal to 125% of the average closing price of Company common stock over the 60-calendar day period ending on the grant date. The number of shares issued per PSU, 0.72046 shares, was calculated by dividing the ending average stock price by the Target Price. For this purpose, the ending average stock price is the average closing price of Company common stock over the 60-day period ending on the Vesting Date, as adjusted to include dividends paid during the term of the PSU. |
| (2) | Represents the vesting of 47,051.35119 PSUs granted on October 4, 2021, under the Plan. The number of shares awarded at the end of the performance period was based upon the Company's three-year total shareholder return (TSR) compared to the TSRs of the constituents of the S&P 500 Index. |
| (3) | Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Company common stock. Any fractional shares are paid in cash upon settlement. |
| (4) | Restricted Stock Units ("RSUs") granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts International common stock. The RSUs will vest in three equal annual installments commencing on the first anniversary of the grant date. |
| (5) | Performance Share Units (PSUs) granted under the Plan. Each PSU represents the right to receive between 0 and 1.6 shares of MGM Resorts International common stock depending upon the performance of the common stock from the grant date to the date that is three years after the grant date, relative to a target price of $47.21. |