Amendment No. 35 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CvBLV9QLBZuwWa3A6EPVCHyTs41uEIwe3KLp8tZTAcapymMAiI4hxgaahBBY5Toj OKQp0bJiK/dWAkojx//VuQ== 0001193125-10-258096.txt : 20101112 0001193125-10-258096.hdr.sgml : 20101111 20101112102955 ACCESSION NUMBER: 0001193125-10-258096 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 GROUP MEMBERS: KIRK KERKORIAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGM Resorts International CENTRAL INDEX KEY: 0000789570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880215232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40054 FILM NUMBER: 101183781 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRACINDA CORP CENTRAL INDEX KEY: 0000319029 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 7027378060 MAIL ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 35 TO SCHEDULE 13D Amendment No. 35 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under Rule 13d-1 of the Securities Exchange Act of 1934

(Amendment No. 35)

MGM Resorts International

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

552953 10 1

(CUSIP Number)

Richard E. Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 12, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 552953 10 1
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tracinda Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Nevada
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 131,173,744 shares
		8.	Shared Voting Power 0 shares
		9.	Sole Dispositive Power 131,173,744 shares
		10.	Shared Dispositive Power 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 131,173,744 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 26.9%*
14.	Type of Reporting Person (See Instructions) CO

*	Percentage calculated on the basis of 488,500,521 shares of common stock issued and outstanding, based upon information contained in the Company’s Prospectus Supplement, dated October 12, 2010.


CUSIP No. 552953 10 1
1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk Kerkorian
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 131,173,744 shares
		8.	Shared Voting Power 0 shares
		9.	Sole Dispositive Power 131,173,744 shares
		10.	Shared Dispositive Power 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 131,173,744 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 26.9%*
14.	Type of Reporting Person (See Instructions) IN

*	Percentage calculated on the basis of 488,500,521 shares of common stock issued and outstanding, based upon information contained in the Company’s Prospectus Supplement, dated October 12, 2010.

This Amendment No. 35 amends and supplements the Statement on Schedule 13D filed by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Mr. Kirk Kerkorian, the sole shareholder of Tracinda, with the Securities and Exchange Commission (the “SEC”) on August 20, 1991, as amended on June 8, 1992, October 16, 1992, February 22, 1994, March 11, 1994, November 20, 1995, January 24, 1997, September 25, 1997, August 3, 1998, August 21, 1998, September 1, 1998, June 11, 1999, November 16, 1999, April 18, 2000, February 9, 2001, May 21, 2001, November 2, 2001, May 21, 2007, June 20, 2007, August 7, 2007, August 22, 2007, March 5, 2008, July 8, 2008, September 3, 2008, October 16, 2008, February 19, 2009, May 18, 2009, May 20, 2009, September 9, 2009, October 20, 2009, April 16, 2010, October 13, 2010, October 18, 2010 (two filings) and October 21, 2010, and as amended by that certain Schedule TO-T filed by Tracinda and Mr. Kerkorian with the SEC on December 4, 2006, as amended (as so amended, the “Schedule 13D”), relating to the common stock, $.01 par value per share (“Common Stock”), of MGM Resorts International, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 35 shall have the meaning set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following information:

On November 12, 2010, Tracinda and the Company sold 4,167,300 shares and 6,135,000 shares of the Company’s Common Stock, respectively, upon consummation of the exercise of the underwriter’s overallotment option granted in conjunction with an underwritten public offering, as previously disclosed in Amendment Nos. 31 and 32 to the Schedule 13D. Tracinda received a total of $52,174,596 for its shares, or $12.52 per share.

Item 5.

Interests in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended to add the following information:

(a)-(b) The following table sets forth information with respect to the Company’s securities beneficially owned on November 12, 2010 upon consummation of the Offering by each person or entity named in Item 2 of the Schedule 13D. Mr. Kerkorian has sole voting and investment power with respect to the shares held by the Filing Persons.


Name	Number of Shares			Percent of Outstanding (1)
Tracinda Corporation		131,173,744			26.9	%
Kirk Kerkorian		131,173,744			26.9	%
Anthony L. Mandekic		43,000	(2)		*

(1)	Percentage calculated on the basis of shares of common stock issued and outstanding after giving effect to the Offering and the exercise of the overallotment option described in the Company’s Prospectus Supplement dated October 12, 2010.

(2)

Includes 41,000 shares subject to stock appreciation rights exercisable within 60 days at the following per share exercise prices: 16,000 at $45.64; 12,000 at $50.45; 8,000 at $79.98; and 5,000 at $8.12. Mr. Mandekic has sole voting and investment power with respect to the shares held by him, subject to applicable community property laws.

*	Less than 1%.

(d) & (e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

November 12, 2010


TRACINDA CORPORATION

By:		/s/ ANTHONY L. MANDEKIC
		Anthony L. Mandekic Secretary/Treasurer

KIRK KERKORIAN

By:		/s/ ANTHONY L. MANDEKIC
		Anthony L. Mandekic Attorney-in-Fact *

*	Power of Attorney previously filed as Exhibit A to the Schedule 13D on June 11, 1999.

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