Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-016656
Date:2019-06-10
Issuer: MGM RESORTS INTERNATIONAL (MGM)
Original Submission Date:

Reporting Person:

MEISTER KEITH A.
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE 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
COMMON STOCK 2019-06-10 P 264,889 a $27.58 18,832,239 indirect f3,f4
COMMON STOCK 2019-06-11 P 206,353 a $27.97 19,038,592 indirect f3,f4
COMMON STOCK 2019-06-12 P 165,093 a $27.79 19,203,685 indirect f3,f4
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
Footnotes
IDfootnote
f1 the purchases reported were effected pursuant to a rule 10b5-1 trading plan adopted by corvex management lp ("corvex").
f2 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $26.70 to $27.85, 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.
f3 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.
f4 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.
f5 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $27.81 to $28.00, inclusive.
f6 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $27.52 to $28.00, inclusive
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