0001127602-15-030890.txt : 20151110 0001127602-15-030890.hdr.sgml : 20151110 20151109171850 ACCESSION NUMBER: 0001127602-15-030890 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151105 FILED AS OF DATE: 20151109 DATE AS OF CHANGE: 20151109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MGM Resorts International CENTRAL INDEX KEY: 0000789570 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880215232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3600 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-693-7120 MAIL ADDRESS: STREET 1: 3600 LAS VEGAS BLVD S. CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: MGM MIRAGE DATE OF NAME CHANGE: 20000823 FORMER COMPANY: FORMER CONFORMED NAME: MGM GRAND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GRAND NAME CO DATE OF NAME CHANGE: 19870713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDERS COREY IAN CENTRAL INDEX KEY: 0001494424 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10362 FILM NUMBER: 151216721 MAIL ADDRESS: STREET 1: 3950 LAS VEGAS BLVD., S. CITY: LAS VEGAS STATE: NV ZIP: 89119 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-11-05 0000789570 MGM Resorts International MGM 0001494424 SANDERS COREY IAN 3600 LAS VEGAS BLVD., S. LAS VEGAS NV 89109 1 CHIEF OPERATING OFFICER Common Stock $.01 Par Value ND 2015-11-05 4 M 0 40000 0 A 74762 D Common Stock $.01 Par Value ND 2015-11-05 4 F 0 23968 24.07 D 50794 D Common Stock $.01 Par Value ND 2015-11-05 4 S 0 16032 24.00 D 34762 D Common Stock $.01 Par Value ND 2015-11-05 4 M 0 5969 0 A 40731 D Common Stock $.01 Par Value ND 2015-11-05 4 F 0 2504 23.91 D 38227 D Common Stock $.01 Par Value ND 2015-11-05 4 M 0 113073 0 A 151300 D Common Stock $.01 Par Value ND 2015-11-05 4 F 0 47435 23.91 D 103865 D Common Stock $.01 Par Value ND 11474 I By CIS Trust Employee Stock Appreciation Rights 7.45 2015-11-05 4 M 0 40000 0 D 2010-08-03 2016-08-03 Common Stock $.01 Par Value ND 40000 340000 D Restricted Stock Units 2015-11-05 4 M 0 5969 0 D 2013-11-05 2016-11-05 Common Stock $.01 Par Value ND 5969 5970 D Performance Share Units 2015-11-05 4 M 0 72124 0 D 2015-11-05 2015-11-05 Common Stock $.01 Par Value ND 72124 0 D The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.01, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. Based on the average closing price of $20.96 over the 60-calendar-day period ending on the Vesting Date, approximately 1.57 shares were issued on the Vesting Date per Performance Share Unit ("PSU"). Stock Appreciation Rights (SARs) granted under the MGM MIRAGE Amended and Restated 2005 Omnibus Incentive Plan (the "2005 Plan"). The SARs will vest in four equal installments beginning on August 3, 2010. Restricted Stock Units ("RSUs") granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. The RSUs were 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, 2013. Because the performance criteria were met, the RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date. PSUs granted under the MGM Resorts International ("MGM Resorts") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each PSU represents the right to receive between 0 and 1.6 shares of MGM Resorts common stock depending upon the performance of the common stock from the grant date to the date that is three years after the grant date (the "Vesting Date"), relative to a target price of $13.37 (the "Target Price"). The Target Price is equal to 125% of the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the grant date. If the ending average stock price is less than 60% of the Target Price (the "Minimum Price"), then no shares will be issued on the Vesting Date. If the ending average stock price is equal to or greater than 160% of the Target Price (the "Maximum Price"), then 1.6 shares will be issued on the Vesting Date per PSU. If the ending average stock price is between the Minimum Price and the Maximum Price, then a number of shares will be issued on the Vesting Date per PSU equal to the ending average stock price divided by the Target Price. For this purpose, the ending average stock price is the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the Vesting Date. /s/ Andrew Hagopian III, Attorney-In-Fact 2015-11-09