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Sec Form 4 Filing - SANDERS COREY IAN @ MGM Resorts International - 2020-06-15

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
SANDERS COREY IAN
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)
CHIEF FINANCIAL OFFICER
(Last)
(First)
(Middle)
3600 LAS VEGAS BLVD., S.
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2020
(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 411,603 D
Common Stock $.01 Par Value ND 36,465 I By CIS Trust
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 ) 06/15/2020 A 0.6531 10/03/2017 10/03/2020 Common Stock $.01 Par Value ND 0.6531 ( 2 ) 5,081.92 D
Restricted Stock Units ( 1 ) 06/15/2020 A 2.0604 11/14/2018 11/14/2021 Common Stock $.01 Par Value ND 2.0604 ( 2 ) 16,032.3549 D
Restricted Stock Units ( 3 ) 06/15/2020 A 2.1881 ( 4 ) 02/23/2021 Common Stock $.01 Par Value ND 2.1881 ( 2 ) 17,025.9632 D
Restricted Stock Units ( 5 ) 06/15/2020 A 4.129 10/19/2019 10/19/2022 Common Stock $.01 Par Value ND 4.129 ( 2 ) 32,127.8734 D
Restricted Stock Units ( 6 ) 06/15/2020 A 1.1109 02/21/2020( 7 ) 02/21/2023 Common Stock $.01 Par Value ND 1.1109 ( 2 ) 8,643.7646 D
Restricted Stock Units ( 8 ) 06/15/2020 A 5.2853 10/07/2020 10/07/2023 Common Stock $.01 Par Value ND 5.2853 ( 2 ) 41,124.6154 D
Restricted Stock Units ( 6 ) 06/15/2020 A 2.1433 02/27/2021( 7 ) 02/27/2024 Common Stock $.01 Par Value ND 2.1433 ( 2 ) 16,676.6409 D
Restricted Stock Units ( 9 ) 06/15/2020 A 4.0733 ( 9 ) ( 9 ) Common Stock $.01 Par Value ND 4.0733 ( 2 ) 31,694.0733 D
Restricted Stock Units ( 10 ) 06/15/2020 A 4.5501 04/01/2021 04/01/2024 Common Stock $.01 Par Value ND 4.5501 ( 2 ) 35,404.5501 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SANDERS COREY IAN
3600 LAS VEGAS BLVD., S.
LAS VEGAS, NV89109
CHIEF FINANCIAL OFFICER
Signatures
/s/ Andrew Hagopian III, Attorney-In-Fact 06/17/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Company common stock. Any fractional shares are 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 Company common stock. Any fractional shares will be paid in cash upon settlement.
( 4 )The RSUs are fully vested. Delivery of shares will be made on the third anniversary of the grant date.
( 5 )RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date.
( 6 )RSUs granted under the Plan. Each RSU represents the right to receive one share of Company common stock. Any fractional shares are paid in cash upon settlement.
( 7 )The RSUs are fully vested. Delivery of shares will be made in four equal annual installments commencing on the first anniversary of the grant date.
( 8 )RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of the Company, during the six-month period ending on June 30, 2020 (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.
( 9 )RSUs granted under the Plan. On March 30, 2020, the Reporting Person voluntarily reduced the cash amount of his base salary for the remainder of 2020 by 50% in exchange for a grant of an equivalent value of RSUs. Such RSUs will vest and be paid in full on December 31, 2020. Should the Reporting Person leave his employment for any reason prior to December 27, 2020, the last day of his final pay period in 2020, the RSUs shall vest and become payable on a pro-rata basis.
( 10 )RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date. The RSUs were granted on April 1, 2020 as part of the Reporting Person's 2020 annual equity award pursuant to the terms of his new employment agreement with the Company.

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.