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MGM Resorts International Director's Dealing 2011

Oct 5, 2011

30603_dirs_2011-10-05_d80bdb35-5f5a-415e-b0b7-112be114b023.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MGM Resorts International (MGM)
CIK: 0000789570
Period of Report: 2011-10-03

Reporting Person: MURREN JAMES (Director, CHAIRMAN, CEO & PRESIDENT)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-10-03 Employee Stock Appreciation Rights $8.23 A 262500 Acquired 2018-10-03 Common Stock $.01 Par Value ND (262500) Direct
2011-10-03 Restricted Stock Units $ A 35000 Acquired Common Stock $.01 Par Value ND (35000) Direct

Footnotes

F1: Stock Appreciation Rights (SARs) granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). The SARs will vest in four equal annual installments beginning on October 3, 2012.

F2: Restricted Stock Units (RSUs) granted under the Plan. Each RSU represents the right to receive, following vesting, one share of common stock. The RSUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of MGM Resorts International. Provided such criteria are met, the RSUs will vest in four equal annual installments commencing on October 3, 2012.

F3: RSUs do not have an expiration date.