Sec Form 4 Filing - Meister Keith A. @ MGM Resorts International - 2019-06-13

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 Meister Keith A. 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) _____ Other (specify below) (Last) (First) (Middle) C/O CORVEX MANAGEMENT LP, 667 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2019 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 06/13/2019 P( 1 ) 186,947 A $ 27.8531 ( 2 ) 19,390,632 I See Footnotes ( 3 ) ( 4 ) Common Stock 06/14/2019 P( 1 ) 137,021 A $ 27.6116 ( 5 ) 19,527,653 I See Footnotes ( 3 ) ( 4 ) Common Stock 06/17/2019 P( 1 ) 107,882 A $ 27.6849 ( 6 ) 19,635,535 I See Footnotes ( 3 ) ( 4 )

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 Deferred Stock Units ( 7 ) 06/14/2019 A 16.5248 ( 7 ) ( 7 ) Common Stock 16.5248 ( 8 ) 3,532.4958 D Restricted Stock Units ( 9 ) 06/14/2019 A 27.4617 ( 10 ) ( 10 ) Common Stock 27.4617 ( 11 ) 5,870.4617 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meister Keith A. C/O CORVEX MANAGEMENT LP 667 MADISON AVENUE NEW YORK, NY10065 X Signatures /s/ Keith Meister 06/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The purchases reported were effected pursuant to a Rule 10b5-1 trading plan adopted by Corvex Management LP ("Corvex"). ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.58 to $28.00, inclusive. The Reporting Person undertakes to provide to MGM Resorts International (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2), (5) and (6) to this Form 4. ( 3 )These securities are held for the accounts of certain private investment funds for which Corvex acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP. The general partner of Corvex is controlled by the Reporting Person. ( 4 )For purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. ( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.37 to $27.75 inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.38 to $27.86, inclusive. ( 7 )Represents Deferred Stock Units ("DSUs") under the MGM Resorts International Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent of one share of common stock. The DSUs become payable upon the reporting person's termination of service as a Director. Any fractional shares will be paid in cash upon settlement. ( 8 )Dividend equivalent rights accrue with respect to these DSUs when and as dividends are paid on the Issuer's common stock and become payable upon the Reporting Person's termination of service as a Director. ( 9 )Restricted Stock Units ("RSUs") granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of the Issuer's common stock. ( 10 )The RSUs will vest upon the earlier of (i) May 2, 2020 or (ii) the date of the Issuer's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement. Any fractional shares will be paid in cash upon settlement. ( 11 )Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Issuer's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue.

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).

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