Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-19-035443
Date:2019-12-16
Issuer: MGM RESORTS INTERNATIONAL (MGM)
Original Submission Date:

Reporting Person:

MEISTER KEITH A.
C/O CORVEX MANAGEMENT LP 667 MADISON AVE
NEW YORK, NY 10065

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
DEFERRED STOCK UNITS 0.0 2019-12-16 deemed execution date A 20 (a) common stock $.01 par value nd 20 $0.00 5,171 direct
RESTRICTED STOCK UNITS 0.0 2019-12-16 deemed execution date A 23 (a) common stock $.01 par value nd 23 $0.00 5,919 direct
Footnotes
IDfootnote
f1 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 common stock. the dsus become payable upon the reporting person's termination of service as a director.
f2 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.
f3 restricted stock units ("rsus") granted under the mgm resorts international amended and restated 2005 omnibus incentive plan (the "plan"). each rsu represents the right to receive, following vesting, one share of mgm resorts international common stock.
f4 the rsus will vest upon the earlier of (i) may 2, 2020 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. any fractional shares will be paid in cash upon settlement.
f5 rsus do not have an expiration date.
f6 dividend equivalent rights accrue with respect to these rsus when and as dividends are paid on mgm resorts international's common stock and vest on the same dates and in the same relative proportions as the rsus on which theyaccrue.
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