X0306 4 2016-05-28 0000789570 MGM Resorts International MGM 0001362414 Mandekic Anthony Leo 3600 LAS VEGAS BLVD. SOUTH LAS VEGAS NV 89109 1 1 Common Stock $.01 Par Value ND 13357 D Restricted Stock Units 2016-05-28 4 M 0 7481 0 D 2016-05-28 Common Stock $.01 Par Value ND 7481 0 D Deferred Stock Units 2016-05-28 4 M 0 7481 0 A Common Stock $.01 Par Value ND 7481 35825 D Restricted Stock Units (RSUs) granted under MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive, following vesting, one share of Common Stock. The RSUs will vest upon the earlier of (i) May 28, 2016 or (ii) the date of the Company's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement. RSUs do not have an expiration date. Represents Deferred Stock Units under the MGM Resorts International Deferred Compensation Plan for Non-Employee Directors. Each Deferred Stock Unit is the economic equivalent of one share of common stock. The Deferred Stock Units become payable upon the reporting person's temination of service as a Director. Mr. Mandekic was appointed executor of the estate of Mr. Kirk Kerkorian (the "Estate") and as a result is deemed to beneficially own more than 10% of the Company' outstanding Common Stock. Mr. Mandekic has no pecuniary interest in the shares owned by the Estate and therefore beneficial ownership of the shares owned by the Estate is disclaimed. This report should 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. /s/ Andrew Hagopian III, Attorney-In-Fact 2016-05-31