MGM Resorts International — Director's Dealing 2014

Jun 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MGM Resorts International (MGM)
CIK: 0000789570
Period of Report: 2014-06-05

Reporting Person: Mandekic Anthony Leo (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-05	Restricted Stock Units	$	A	5896	Acquired		Common Stock $.01 Par Value ND (5896)	Direct
2014-06-05	Restricted Stock Units	$	M	9485	Disposed		Common Stock $.01 Par Value ND (9485)	Direct
2014-06-05	Deferred Stock Units	$	M	9485	Acquired		Common Stock $.01 Par Value ND (9485)	Direct

Footnotes

F1: Restricted Stock Units (RSUs) granted under MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive, following vesting, one share of Common Stock.

F2: The RSUs will vest upon the earlier of (i) June 5, 2015 or (ii) the date of the Company's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement.

F3: RSUs do not have an expiration date.

F4: The RSUs will vest upon the earlier of (i) June 12, 2014 or (ii) the date of the Company's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement. The RSUs accordingly vested on the date of the issuer's annual meeting, June 5, 2014.

F5: Represents Deferred Stock Units under the MGM Resorts International Deferred Compensation Plan for Non-Employee Directors. Each Deferred Stock Unit is the economic equivalent of one share of common stock. The Deferred Stock Units become payable upon the reporting person's temination of service as a Director.