X0306 4 2019-06-13 0 0000789570 MGM Resorts International MGM 0001307631 Meister Keith A. C/O CORVEX MANAGEMENT LP 667 MADISON AVENUE NEW YORK NY 10065 1 0 0 0 Common Stock 2019-06-13 4 P 0 186947 27.8531 A 19390632 I See Footnotes Common Stock 2019-06-14 4 P 0 137021 27.6116 A 19527653 I See Footnotes Common Stock 2019-06-17 4 P 0 107882 27.6849 A 19635535 I See Footnotes Deferred Stock Units 2019-06-14 4 A 0 16.5248 A Common Stock 16.5248 3532.4958 D Restricted Stock Units 2019-06-14 4 A 0 27.4617 A Common Stock 27.4617 5870.4617 D The purchases reported were effected pursuant to a Rule 10b5-1 trading plan adopted by Corvex Management LP ("Corvex"). The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.58 to $28.00, inclusive. The Reporting Person undertakes to provide to MGM Resorts International (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 purchased at each separate price within the ranges set forth in footnotes (2), (5) and (6) to this Form 4. These securities are held for the accounts of certain private investment funds for which Corvex acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP. The general partner of Corvex is controlled by the Reporting Person. For purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.37 to $27.75 inclusive. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.38 to $27.86, inclusive. Represents Deferred Stock Units ("DSUs") under the MGM Resorts International Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent of one share of common stock. The DSUs become payable upon the reporting person's termination of service as a Director. Any fractional shares will be paid in cash upon settlement. Dividend equivalent rights accrue with respect to these DSUs when and as dividends are paid on the Issuer's common stock and become payable upon the Reporting Person's termination of service as a Director. 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 the Issuer's common stock. The RSUs will vest upon the earlier of (i) May 2, 2020 or (ii) the date of the Issuer's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement. Any fractional shares will be paid in cash upon settlement. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Issuer's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue. /s/ Keith Meister 2019-06-17