Statement of Changes in Beneficial Ownership (4)
18 December 2020 - 9:26AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Mckinney-James Rose |
2. Issuer Name and Ticker or Trading Symbol
MGM Resorts International
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MGM
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3600 LAS VEGAS BLVD. SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2020 |
(Street)
LAS VEGAS, NV 89109
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock $.01 Par Value ND | | | | | | | | 7619 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 12/15/2020 | | A | | 3.3463 | | (1) | (1) | Common Stock $.01 Par Value ND | 3.3463 | (2) | 41176.189 | D | |
Restricted Stock Units | (3) | 12/15/2020 | | A | | 0.6356 | | (3) | (3) | Common Stock $.01 Par Value ND | 0.6356 | (4) | 7821.4641 | D | |
Restricted Stock Units | (5) | 12/15/2020 | | A | | 0.8168 | | (6) | (6) | Common Stock $.01 Par Value ND | 0.8168 | (4) | 10050.1664 | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mckinney-James Rose 3600 LAS VEGAS BLVD. SOUTH LAS VEGAS, NV 89109 | X |
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Signatures
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/s/ Jessica Cunningham, Attorney-In-Fact | | 12/17/2020 |
**Signature of Reporting Person | Date |
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