Atif Rafiq Form 4 MGM Resorts International / ATIF RAFIQ 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^*

RAFIQ ATIF

(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)
President, Commercial & Growth

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2020

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								18,573	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
Restricted Stock Units	(1)	09/15/2020		A		1.1307		02/27/2021(2)	02/27/2024	Common Stock $.01 Par Value ND	1.1307	(3)	10,738.3545	D
Restricted Stock Units	(4)	09/15/2020		A		4.5466		(4)	(4)	Common Stock $.01 Par Value ND	4.5466	(3)	43,179.0953	D
Restricted Stock Units	(5)	09/15/2020		A		3.77		08/18/2021	08/18/2024	Common Stock $.01 Par Value ND	3.77	(3)	35,803.77	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive one share of Company common stock. Any fractional shares are paid in cash upon settlement.

2. The RSUs are fully vested. Delivery of shares will be made in four equal annual installments commencing on the first anniversary of the grant date.

3. 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.

4. RSUs granted under the Plan. On April 3, 2020, the Reporting Person voluntarily reduced the cash amount of his base salary for the remainder of 2020 by 50% in exchange for a grant of an equivalent value of RSUs. Such RSUs will vest and be paid in full on December 31, 2020. Should the Reporting Person leave his employment for any reason prior to December 27, 2020, the last day of his final pay period in 2020, the RSUs shall vest and become payable on a pro-rata basis.

5. RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date.

	/s/ Andrew Hagopian III, Attorney-In-Fact	09/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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