Mckinney-James Rose Form 4 MGM Resorts International / Rose Mckinney-James ownership change

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

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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^*

Mckinney-James Rose

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2020

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								7,619	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
Deferred Stock Units	(1)	06/15/2020		A		5.2909		(1)	(1)	Common Stock $.01 Par Value ND	5.2909	(2)	41,168.5073	D
Restricted Stock Units	(3)	06/15/2020		A		1.005		(3)	(3)	Common Stock $.01 Par Value ND	1.005	(4)	7,820.005	D
Restricted Stock Units	(5)	06/15/2020		A		1.2914		(6)	(7)	Common Stock $.01 Par Value ND	1.2914	(4)	10,048.2914(8)	D

Explanation of Responses:

1. 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 Company common stock. The DSUs become payable upon the reporting person's termination of service as a Director.

2. Dividend equivalent rights accrue with respect to these DSUs when and as dividends are paid on MGM Resorts International's common stock and become payable upon the reporting person's termination of service as a Director.

3. Restricted Stock Units ("RSUs") granted under the MGM Resorts International (the "Company") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). On April 2, 2020, the Reporting Person voluntarily reduced 100% of her cash compensation (less amounts she had previously elected to defer pursuant to the Company's Amended and Restated Deferred Compensation Plan for Non-Employee Directors) for the remainder of 2020 in exchange for a grant of an equivalent value of RSUs. Such RSUs will vest in full on December 31, 2020. Should the Reporting Person cease serving on the Company's board of directors for any reason prior to December 31, 2020, the RSUs shall vest on a pro-rata basis.

4. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Company's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue.

5. RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. Any fractional shares are paid in cash upon settlement.

6. The RSUs will vest upon the earlier of (i) May 7, 2021 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.

7. RSUs do not have an expiration date.

8. Due to a clerical error, the Form 4 filed on May 8, 2020 incorrectly stated that 10,040 RSUs had been granted to the Reporting Person. The actual number of RSUs granted was 10,047. The current holdings have been updated to reflect this correction.

	/s/ Andrew Hagopian III, Attorney-In-Fact	06/17/2020
	** 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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