FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SANDERS COREY IAN
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)
CHIEF OPERATING OFFICER
(Last)          (First)          (Middle)

3600 LAS VEGAS BLVD., S.
3. Date of Earliest Transaction (MM/DD/YYYY)

11/5/2015
(Street)

LAS VEGAS, NV 89109
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/5/2015     M    40000   A $0   74762   D    
Common Stock $.01 Par Value ND   11/5/2015     F    23968   D $24.07   50794   D    
Common Stock $.01 Par Value ND   11/5/2015     S    16032   D $24.00   (1) 34762   D    
Common Stock $.01 Par Value ND   11/5/2015     M    5969   A $0   40731   D    
Common Stock $.01 Par Value ND   11/5/2015     F    2504   D $23.91   38227   D    
Common Stock $.01 Par Value ND   11/5/2015     M    113073   (2) A $0   151300   D    
Common Stock $.01 Par Value ND   11/5/2015     F    47435   D $23.91   103865   D    
Common Stock $.01 Par Value ND                  11474   I   By CIS Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Appreciation Rights   $7.45   11/5/2015     M         40000    8/3/2010   (3) 8/3/2016   Common Stock $.01 Par Value ND   40000   $0   340000   D    
Restricted Stock Units     (4) 11/5/2015     M         5969    11/5/2013   (4) 11/5/2016   (4) Common Stock $.01 Par Value ND   5969   $0   5970   D    
Performance Share Units     (5) 11/5/2015     M         72124    11/5/2015   (5) 11/5/2015   (5) Common Stock $.01 Par Value ND   72124   $0   0   D    

Explanation of Responses:
( 1)  The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.01, inclusive. The reporting person undertakes to provide to 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 sold at each separate price within the range.
( 2)  Based on the average closing price of $20.96 over the 60-calendar-day period ending on the Vesting Date, approximately 1.57 shares were issued on the Vesting Date per Performance Share Unit ("PSU").
( 3)  Stock Appreciation Rights (SARs) granted under the MGM MIRAGE Amended and Restated 2005 Omnibus Incentive Plan (the "2005 Plan"). The SARs will vest in four equal installments beginning on August 3, 2010.
( 4)  Restricted Stock Units ("RSUs") granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. The RSUs were subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of MGM Resorts, during the six-month period ending on June 30, 2013. Because the performance criteria were met, the RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date.
( 5)  PSUs granted under the MGM Resorts International ("MGM Resorts") Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each PSU represents the right to receive between 0 and 1.6 shares of MGM Resorts common stock depending upon the performance of the common stock from the grant date to the date that is three years after the grant date (the "Vesting Date"), relative to a target price of $13.37 (the "Target Price"). The Target Price is equal to 125% of the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the grant date. If the ending average stock price is less than 60% of the Target Price (the "Minimum Price"), then no shares will be issued on the Vesting Date. If the ending average stock price is equal to or greater than 160% of the Target Price (the "Maximum Price"), then 1.6 shares will be issued on the Vesting Date per PSU. If the ending average stock price is between the Minimum Price and the Maximum Price, then a number of shares will be issued on the Vesting Date per PSU equal to the ending average stock price divided by the Target Price. For this purpose, the ending average stock price is the average closing price of MGM Resorts common stock over the 60-calendar-day period ending on the Vesting Date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SANDERS COREY IAN
3600 LAS VEGAS BLVD., S.
LAS VEGAS, NV 89109


CHIEF OPERATING OFFICER

Signatures
/s/ Andrew Hagopian III, Attorney-In-Fact 11/9/2015
** 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 control number.
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