13G Filing: Senator Investment Group and MGM Resorts International (MGM)

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Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;

(b)	¨	Bank as defined in Section 3(a)(6) of the Act;

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

	If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
	specify the type of institution:	__________________________

Item 4.	OWNERSHIP
	The percentages set forth in this Schedule 13G is calculated based upon the 565,192,163 shares of Common Stock issued and outstanding, which is the difference obtained by subtracting (i) the 10,000,000 shares of Common Stock acquired by the Issuer, as reflected in Tracinda Corporation’s Schedule 13D/A with respect to the Common Stock filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2017, from (ii) the 575,192,163 shares of Common Stock reported to be issued and outstanding as of August 3, 2017 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed with the SEC on August 8, 2017.

	Senator Investment Group
	(a)	Amount of beneficially owned: 31,500,000 (including 22,000,000 shares of Common Stock issuable upon exercise of call options)

	(b)	Percent of class: 5.57%

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