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Form 4 MGM Resorts Internationa For: Sep 16 Filed by: MURREN JAMES

September 17, 2019 9:24 PM
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MURREN JAMES
(Last) (First) (Middle)
3600 LAS VEGAS BLVD. SOUTH
(Street)
LAS VEGAS NV 89109
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 793,788 I By spousal limited access trusts
Common Stock $.01 Par Value ND 318,669 I J&H Investments LLC
Common Stock $.01 Par Value ND 131,373 I Jack Murren Irrevocable Trust
Common Stock $.01 Par Value ND 131,372 I Theordore Murren Irrevocable 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 09/16/2019 A 73.6571 10/05/2016 10/05/2019 Common Stock $.01 Par Value ND 73.6571 (2) 16,896.4446 D
Restricted Stock Units (3) 09/16/2019 A 348.0021 (3) (3) Common Stock $.01 Par Value ND 348.0021 (2) 79,826.3261 D
Restricted Stock Units (1) 09/16/2019 A 118.2599 10/03/2017 10/03/2020 Common Stock $.01 Par Value ND 118.2599 (2) 27,127.0578 D
Restricted Stock Units (1) 09/16/2019 A 246.9922 11/14/2018 11/14/2021 Common Stock $.01 Par Value ND 246.9922 (2) 56,656.2053 D
Restricted Stock Units (4) 09/16/2019 A 157.5344 (5) 02/23/2021 Common Stock $.01 Par Value ND 157.5344 (2) 36,135.9641 D
Restricted Stock Units (6) 09/16/2019 A 466.6178 10/19/2019 10/19/2022 Common Stock $.01 Par Value ND 466.6178 (2) 107,034.9348 D
Restricted Stock Units (4) 09/16/2019 A 120.0339 (7) 02/21/2023 Common Stock $.01 Par Value ND 120.0339 (2) 27,533.9202 D
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 International 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 will vest in four equal annual installments commencing on the first anniversary of the grant date.
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.
/s/ Andrew Hagopian III, Attorney-In-Fact 09/17/2019
** Signature of Reporting Person Date
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).
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