Sec Form 4 Filing - McManus John @ MGM Resorts International - 2018-10-05

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
McManus John
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)
EVP GENERAL COUNSEL AND SECY
(Last) (First) (Middle)
3600 LAS VEGAS BLVD. SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2018
(Street)
LAS VEGAS, NV89109
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 $.01 Par Value ND 10/05/2018 M 45,933 ( 1 ) A $ 0 101,916 D
Common Stock $.01 Par Value ND 10/05/2018 F 18,075 D $ 26.24 83,841 D
Common Stock $.01 Par Value ND 10/05/2018 M 11,342 ( 2 ) A $ 0 95,183 D
Common Stock $.01 Par Value ND 10/05/2018 F 4,464 D $ 26.24 90,719 D
Common Stock $.01 Par Value ND 10/05/2018 M 2,985 A $ 0 93,704 D
Common Stock $.01 Par Value ND 10/05/2018 F 1,175 D $ 26.24 92,529 D
Common Stock $.01 Par Value ND 10/06/2018 M 2,023 A $ 0 94,552 D
Common Stock $.01 Par Value ND 10/06/2018 F 798 D $ 26.24 93,754 D
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
Performance Share Units ( 3 ) 10/05/2018 M 41,027.4641 10/05/2018 10/05/2018 Common Stock $.01 Par Value ND 41,027.4641 $ 0 0 D
Profit Growth Plan Performance Share Units ( 4 ) 10/05/2018 M 10,130.6561 10/05/2018 10/05/2018 Common Stock $.01 Par Value ND 10,130.6561 $ 0 0 D
Restricted Stock Units ( 5 ) 10/05/2018 M 2,985 10/05/2016 10/05/2019 Common Stock $.01 Par Value ND 2,985 $ 0 2,985.7505 D
Restricted Stock Units ( 6 ) 10/06/2018 M 2,023 10/06/2015 10/06/2018 Common Stock $.01 Par Value ND 2,023 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McManus John
3600 LAS VEGAS BLVD. SOUTH
LAS VEGAS, NV89109
EVP GENERAL COUNSEL AND SECY
Signatures
/s/ Andrew Hagopian III, Attorney-In-Fact 10/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Based on the average closing price of $28.107 over the 60-calendar-day period ending on the Transaction Date, as adjusted to include accrued dividend equivalents, approximately 1.11958 shares were issued on the Vesting Date per Performance Share Unit ("PSU"). Any fractional shares were paid in cash upon settlement.
( 2 )Based on the average closing price of $28.107 over the 60-calendar-day period ending on the Transaction Date, as adjusted to include accrued dividend equivalents, approximately 1.11958 shares were issued on the Vesting Date per Profit Growth Plan Performance Share Unit ("Profit Growth PSU"). Any fractional shares were paid in cash upon settlement.
( 3 )PSUs granted under the MGM Resorts International ("MGM Resorts") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each PSU represents the right to receive between 0 and 1.6 shares of MGM Resorts 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 (the "Vesting Date"), relative to a target price of $25.76 (the "Target Price"). The Target Price is equal to 125% of the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the grant date. If the ending average stock price is less than 60% of the Target Price (the "Minimum Price"), then no shares will be issued on the Vesting Date. If the ending average stock price is equal to or greater than 160% of the Target Price (the "Maximum Price"), then 1.6 shares will be issued on the Vesting Date per PSU. If the ending average stock price is between the Minimum Price and the Maximum Price, then a number of shares will be issued on the Vesting Date per PSU equal to the ending average stock price divided by the Target Price. For this purpose, the ending average stock price is the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the Transaction Date.
( 4 )Profit Growth PSUs granted under the Plan and the Profit Growth Share Incentive Plan, pursuant to MGM Resorts' Form of Performance Share Units Agreement. Each Profit Growth PSU represents the right to receive between 0 and 1.6 shares of MGM Resorts 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 (the "Performance End Date"), relative to a target price of $25.76 (the "Target Price"). The Target Price is equal to 125% of the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the grant date. If the ending average stock price is less than 60% of the Target Price (the "Minimum Price"), then no shares will be issued on the Performance End Date. If the ending average stock price is equal to or greater than 160% of the Target Price (the "Maximum Price"), then 1.6 shares will be issued on the Performance End Date per Profit Growth PSU. If the ending average stock price is between the Minimum Price and the Maximum Price, then a number of shares will be issued on the Performance End Date per Profit Growth PSU equal to the ending average stock price divided by the Target Price. For this purpose, the ending average stock price is the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the Performance End Date.
( 5 )Restricted Stock Units ("RSUs") granted under the Plan. Each RSU represe nts the right to receive, following vesting, one share of MGM Resorts common stock. Any fractional shares were paid in cash upon settlement.
( 6 )RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. Any fractional shares were paid in cash upon settlement.

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