Sec Form 4 Filing - MURREN JAMES @ MGM Resorts International - 2018-12-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MURREN JAMES
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)
CHAIRMAN & CEO
(Last) (First) (Middle)
3600 LAS VEGAS BLVD. SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2018
(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 625,019 D
Common Stock $.01 Par Value ND 481,960 I By Grantor Retained Annuity Trust
Common Stock $.01 Par Value ND 175,329 I By spousal limited access trusts
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
Restricted Stock Units ( 1 ) 12/14/2018 A 75.2154 10/05/2016 10/05/2019 Common Stock $.01 Par Value ND 75.2154 ( 2 ) 16,660.8575 D
Restricted Stock Units ( 3 ) 12/14/2018 A 355.3646 ( 3 ) ( 3 ) Common Stock $.01 Par Value ND 355.3646 ( 2 ) 78,713.2652 D
Restricted Stock Units ( 1 ) 12/14/2018 A 120.7619 10/03/2017 10/03/2020 Common Stock $.01 Par Value ND 120.7619 ( 2 ) 26,748.8115 D
Restricted Stock Units ( 1 ) 12/14/2018 A 252.2177 11/14/2018 11/14/2021 Common Stock $.01 Par Value ND 252.2177 ( 2 ) 55,866.2177 D
Restricted Stock Units ( 4 ) 12/14/2018 A 160.8673 ( 5 ) 02/23/2021 Common Stock $.01 Par Value ND 160.8673 ( 2 ) 35,632.1011 D
Restricted Stock Units ( 6 ) 12/14/2018 A 476.4898 10/19/2019 10/19/2022 Common Stock $.01 Par Value ND 476.4898 ( 2 ) 105,542.4898 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MURREN JAMES
3600 LAS VEGAS BLVD. SOUTH
LAS VEGAS, NV89109
X CHAIRMAN & CEO
Signatures
/s/ Andrew Hagopian III, Attorney-In-Fact 12/18/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 common stock. Any fractional shares will be paid in cash upon settlement.
( 2 )Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on MGM Resorts International'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 MGM Resorts common stock. The RSUs cliff vest on December 31, 2021, with delivery automatically deferred until Mr. Murren's separation from the Company (unless such separation is determined to have been for Employer's Good Cause, as defined in his employment agreement), and are subject to automatic forfeiture in the event of Mr. Murren's termination for any reason prior to December 31, 2021.
( 4 )RSUs granted under the Plan. Each RSU represents the right to receive one share of MGM Resorts common stock. Any fractional shares will be paid in cash upon settlement.
( 5 )The RSUs are fully vested. Delivery of shares will be made on the third anniversary of the grant date.
( 6 )RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. The RSUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of MGM Resorts, during the six-month period ending on June 30, 2019 (the "Measurement Date"). Provided such criteria are met, the RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date. If such criteria are not met, then the RSUs will automatically expire on the Measurement Date without any shares being issued.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.