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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MURREN JAMES 3600 LAS VEGAS BLVD. SOUTH LAS VEGAS, NV 89109 |
X | CHAIRMAN & CEO |
/s/ Andrew Hagopian III, Attorney-In-Fact | 12/18/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |