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Form 4 MGM Resorts Internationa For: Oct 11 Filed by: MURREN JAMES

October 22, 2019 7:23 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)
10/11/2019
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 10/11/2019 G V 15,818 D $ 0 133,133 (1) D
Common Stock $.01 Par Value ND 10/11/2019 G V 15,818 A $ 0 175,152 (2) I By GRAT FBO HM
Common Stock $.01 Par Value ND 10/19/2019 M 26,758 A $ 0 144,074 D
Common Stock $.01 Par Value ND 10/19/2019 F 10,530 D $ 27.87 133,544 D
Common Stock $.01 Par Value ND 175,152 (3) I By Grantor Retained Annuity Trust
Common Stock $.01 Par Value ND 419,707 I By SLAT FBO HM
Common Stock $.01 Par Value ND 342,446 I By spousal limited access trust
Common Stock $.01 Par Value ND 131,373 I By Trust FBO JM
Common Stock $.01 Par Value ND 131,372 I By Trust FBO TM
Common Stock $.01 Par Value ND 0 I J&H Investments LLC
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 (4) 10/19/2019 M 26,758 10/19/2019 10/19/2022 Common Stock $.01 Par Value ND 26,758 $ 0 80,276 D
Explanation of Responses:
1. On October 11, 2019, the reporting person transferred 15,817 shares from his direct holdings to the James J. Murren 2019 GRAT.
2. On October 11, 2019, the reporting person transferred 159,334 shares from J&H Investments LLC to the Heather H. Murren 2019 GRAT.
3. On October 11, 2019, the reporting person transferred 159,335 shares from J&H Investments LLC to the James J. Murren 2019 GRAT.
4. Restricted Stock Units ("RSUs") granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive, following vesting, one share of common stock. Any fractional shares are paid in cash upon settlement.
/s/ Andrew Hagopian III, Attorney-In-Fact 10/22/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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