0001127602-18-029937.txt : 20181010 0001127602-18-029937.hdr.sgml : 20181010 20181010192435 ACCESSION NUMBER: 0001127602-18-029937 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181005 FILED AS OF DATE: 20181010 DATE AS OF CHANGE: 20181010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALDWIN ROBERT CENTRAL INDEX KEY: 0001183311 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10362 FILM NUMBER: 181117043 MAIL ADDRESS: STREET 1: 3600 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 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 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2018-10-05 0000789570 MGM Resorts International MGM 0001183311 BALDWIN ROBERT 3600 LAS VEGAS BLVD. SOUTH LAS VEGAS NV 89109 1 1 CHIEF CUSTOMER DEV OFFICER Common Stock $.01 Par Value ND 2018-10-05 4 M 0 77770 0 A 80145 D Common Stock $.01 Par Value ND 2018-10-05 4 F 0 30603 26.24 D 49542 D Common Stock $.01 Par Value ND 2018-10-05 4 M 0 32404 0 A 81946 D Common Stock $.01 Par Value ND 2018-10-05 4 F 0 12752 26.24 D 69194 D Common Stock $.01 Par Value ND 2018-10-05 4 M 0 5055 0 A 74249 D Common Stock $.01 Par Value ND 2018-10-05 4 F 0 1990 26.24 D 72259 D Common Stock $.01 Par Value ND 2018-10-06 4 M 0 3179 0 A 75438 D Common Stock $.01 Par Value ND 2018-10-06 4 F 0 1252 26.24 D 74186 D Common Stock $.01 Par Value ND 313300 I Robert H. Baldwin Trust Performance Share Units 2018-10-05 4 M 0 69463.6914 0 D 2018-10-05 2018-10-05 Common Stock $.01 Par Value ND 69463.6914 0 D Profit Growth Plan Performance Share Units 2018-10-05 4 M 0 28943.1192 0 D 2018-10-05 2018-10-05 Common Stock $.01 Par Value ND 28943.1192 0 D Restricted Stock Units 2018-10-05 4 M 0 5055 0 D 2016-10-05 2019-10-05 Common Stock $.01 Par Value ND 5055 5054.1141 D Restricted Stock Units 2018-10-06 4 M 0 3179 0 D 2015-10-06 2018-10-06 Common Stock $.01 Par Value ND 3179 1.8728 D Based on the average closing price of $28.107 over the 60-day-period ending on the Transaction Date, as adjusted to include accrued dividend equivalents, approximately 1.11958 shares of common stock were issued per Performance Share Unit ("PSU"). Any fractional shares were paid in cash upon settlement. Based on the average closing price of $28.107 over the 60-calendar-day period ending on the Transaction Date, as adjusted to include accrued dividend equivalents, approximately 1.11958 shares were issued on the Vesting Date per Profit Growth Plan Performance Share Unit ("Profit Growth PSU"). Any fractional shares were paid in cash upon settlement. 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 $25.76 (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 Transaction Date. Profit Growth PSUs granted under the MGM Resorts International ("MGM Resorts") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan") and the Profit Growth Share Incentive Plan, pursuant to MGM Resorts' Form of Performance Share Units Agreement. Each Profit Growth 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 "Performance End Date"), relative to a target price of $25.76 (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 Performance End 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 Performance End Date per Profit Growth 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 Performance End Date per Profit Growth 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 Performance End Date. Restricted Stock Units ("RSUs") granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. Any fractional shares were paid in cash upon settlement. RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. Any fractional shares were paid in cash upon settlement. /s/ Andrew Hagopian III, Attorney-In-Fact 2018-10-10