Filing Details

Accession Number:
0000899243-19-017234
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-06-17 19:09:41
Reporting Period:
2019-06-13
Accepted Time:
2019-06-17 19:09:41
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
789570 Mgm Resorts International MGM Hotels & Motels (7011) 880215232
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1307631 A. Keith Meister C/O Corvex Management Lp
667 Madison Avenue
New York NY 10065
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2019-06-13 186,947 $27.85 19,390,632 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2019-06-14 137,021 $27.61 19,527,653 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2019-06-17 107,882 $27.68 19,635,535 No 4 P Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Deferred Stock Units Acquisiton 2019-06-14 17 $0.00 17 $0.00
Common Stock Restricted Stock Units Acquisiton 2019-06-14 27 $0.00 27 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
3,532 No 4 A Direct
5,870 No 4 A Direct
Footnotes
  1. The purchases reported were effected pursuant to a Rule 10b5-1 trading plan adopted by Corvex Management LP ("Corvex").
  2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.58 to $28.00, inclusive. The Reporting Person undertakes to provide to MGM Resorts International (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2), (5) and (6) to this Form 4.
  3. These securities are held for the accounts of certain private investment funds for which Corvex acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP. The general partner of Corvex is controlled by the Reporting Person.
  4. For purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
  5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.37 to $27.75 inclusive.
  6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.38 to $27.86, inclusive.
  7. 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. Any fractional shares will be paid in cash upon settlement.
  8. Dividend equivalent rights accrue with respect to these DSUs when and as dividends are paid on the Issuer's common stock and become payable upon the Reporting Person's termination of service as a Director.
  9. 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 the Issuer's common stock.
  10. The RSUs will vest upon the earlier of (i) May 2, 2020 or (ii) the date of the Issuer'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.
  11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Issuer's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue.