Sec Form 4 Filing - GROUNDS WILLIAM WARWICK @ MGM Resorts International - 2017-09-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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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1. Name and Address of Reporting Person
GROUNDS WILLIAM WARWICK
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
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
3600 LAS VEGAS BLVD. SOUTH,
3. Date of Earliest Transaction (MM/DD/YY)
09/07/2017
(Street)
LAS VEGAS, NV89109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/07/2017 D 5,200,000 ( 2 ) D $ 34.01 20,848,738 ( 2 ) I ( 2 ) See Footnotes ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GROUNDS WILLIAM WARWICK
3600 LAS VEGAS BLVD. SOUTH
LAS VEGAS, NV89109
X See Remarks
Dubai World
EMIRATES TOWERS, LEVEL 47, SHEIKH
ZAYED ROAD
DUBAI, C0
X See Remarks
Infinity World Holding Ltd.
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
X See Remarks
Infinity World Cayman Investments Corp
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
X See Remarks
Infinity World (Cayman) L.P.
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
X See Remarks
Infinity World (Cayman) Holding
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
X See Remarks
Infinity World Investments LLC
EMIRATES TOWERS, LEVEL 47,
SHEIKH ZAYED ROAD
DUBAI, C0
X See Remarks
Signatures
William Warwick Grounds, By: /s/ William Warwick Grounds 09/11/2017
Signature of Reporting Person Date
Dubai World, By: /s/ Hamad Buamim, Managing Director 09/11/2017
Signature of Reporting Person Date
Infinity World Holding Ltd., By: /s/ Hamad Buamim, Director 09/11/2017
Signature of Reporting Person Date
Infinity World Cayman Investments Corporation, By: /s/ Hamad Buamim, Director 09/11/2017
Signature of Reporting Person Date
Infinity World (Cayman) L.P., By: Infinity World (Cayman) Holding, its General Partner, By: /s/ Hamad Buamim, Director 09/11/2017
Signature of Reporting Person Date
Infinity World (Cayman) Holding, By: /s/ Hamad Buamim, Director 09/11/2017
Signature of Reporting Person Date
Infinity World Investments LLC, By: /s/ Hamad Buamim, Director 09/11/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Infinity World Investments LLC, a Nevada limited liability company ("Infinity World"), is a direct wholly-owned subsidiary of Infinity World Cayman Investments Corporation, a Cayman Islands exempted company ("Cayman Investments"). Cayman Investments is a direct wholly-owned subsidiary of Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership ("Cayman LP"), for which Infinity World (Cayman) Holding, a Cayman Islands exempted company ("Cayman Holding"), is general partner. Cayman Holding is a direct wholly-owned subsidiary of Infinity World Holding Ltd., a Dubai, United Arab Emirates offshore corporation ("Infinity Holding") and a wholly-owned subsidiary of Dubai World. Dubai World is a decree entity of Dubai, United Arab Emirates government and 100% owned by the Government of Dubai ("DW").
( 2 )Following the transaction reported herein, Infinity World is a direct beneficial owner of 9,348,738 shares. Cayman LP is a direct beneficial owner of 11,500,000 shares. Cayman LP and Cayman Investments are each indirect beneficial owners of the 9,348,738 shares directly beneficially owned by Infinity World. DW, Infinity Holding and Cayman Holding are each indirect beneficial owners of the aggregate 20,848,738 shares directly beneficially owned by Infinity World and Cayman LP. Each of Infinity World, Cayman Investments, Cayman LP, Cayman Holding, Infinity Holding and DW (collectively, the "Dubai Entities") disclaim beneficial ownership of these shares except to the extent of that person's pecuniary interest therein. Mr. Grounds personally beneficially owns 2,300 shares of the Issuer's Common Stock and disclaims beneficial ownership of the shares beneficially owned by the Dubai Entities.

Remarks:
William W. Grounds is a director of the Issuer who was designated as a nominee for election to serve on the Issuer's board of directors pursuant to the that certain company stock purchase and support agreement, dated as of August, 21, 2007, by and between the Issuer and Infinity World Investments LLC. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: Infinity World Investments LLC, Infinity World Cayman Investments Corporation, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., and Dubai World.

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