SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* D'ARRIGO DANIEL (Last) (First) (Middle) 3600 LAS VEGAS BLVD. SOUTH (Street) LAS VEGAS NV 89109 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MGM Resorts International [ MGM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EXECUTIVE VICE PRESIDENT & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock $.01 Par Value ND	10/05/2018		M		59,057(1)	A	$0	246,536	D
Common Stock $.01 Par Value ND	10/05/2018		F		23,240	D	$26.24	223,296	D
Common Stock $.01 Par Value ND	10/05/2018		M		16,202(2)	A	$0	239,498	D
Common Stock $.01 Par Value ND	10/05/2018		F		6,376	D	$26.24	233,122	D
Common Stock $.01 Par Value ND	10/05/2018		M		3,839	A	$0	236,961	D
Common Stock $.01 Par Value ND	10/05/2018		F		1,512	D	$26.24	235,449	D
Common Stock $.01 Par Value ND	10/06/2018		M		2,601	A	$0	238,050	D
Common Stock $.01 Par Value ND	10/06/2018		F		1,024	D	$26.24	237,026	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(3)	10/05/2018		M			52,749.5967	10/05/2018	10/05/2018	Common Stock $.01 Par Value ND	52,749.5967	$0	0	D
Profit Growth Plan Performance Share Units	(4)	10/05/2018		M			14,472.0727	10/05/2018	10/05/2018	Common Stock $.01 Par Value ND	14,472.0727	$0	0	D
Restricted Stock Units	(5)	10/05/2018		M			3,839	10/05/2016	10/05/2019	Common Stock $.01 Par Value ND	3,839	$0	3,838.2722	D
Restricted Stock Units	(6)	10/06/2018		M			2,601	10/06/2015	10/06/2018	Common Stock $.01 Par Value ND	2,601	$0	0	D

Explanation of Responses:

1. 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 Performance Share Unit ("PSU"). Any fractional shares were paid in cash upon settlement.

2. 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.

3. 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.

4. Profit Growth PSUs granted under 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.

5. 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.

6. 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	10/10/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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