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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fritz Gary M
(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, Interactive
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2024
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 12/01/2024 M 15,005 A $0 59,118 D
Common Stock $.01 Par Value ND 12/01/2024 F 5,992 D $38.34 53,126 D
Common Stock $.01 Par Value ND 12/01/2024 A 22,005(1) A $0 75,131 D
Common Stock $.01 Par Value ND 12/01/2024 F 8,787 D $38.34 66,344 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 (2) 12/01/2024 M 15,005 12/01/2022 12/01/2025 Common Stock $.01 Par Value ND 15,005 $0 15,005 D
Explanation of Responses:
1. Represents the vesting of 32,511.29826 performance share units (PSUs) granted on 12/1/2021, under the MGM Resorts International (Company) Amended and Restated 2005 Omnibus Incentive Plan (Plan). Each PSU represented the right to receive between 0 and 1.6 shares of Company common stock depending upon the performance of the common stock from the grant date to the date that was three years after the grant date (Vesting Date), relative to a target price of $57.38 (Target Price). The Target Price is equal to 125% of the average closing price of Company common stock over the 60-calendar day period ending on the grant date. The number of shares issued per PSU, 0.67686 shares, was calculated by dividing the ending average stock price by the Target Price. For this purpose, the ending average stock price is the average closing price of Company common stock over the 60-day period ending on the Vesting Date, as adjusted to include dividends paid during the term of the PSU.
2. Restricted Stock Units (RSUs) granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs vest in four equal annual installments commencing on the first anniversary of the grant date. Any fractional shares are paid in cash upon settlement.
/s/ Jessica Cunningham, Attorney-In-Fact 12/03/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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