Report of Proposed Sale of Securities (144)
June 13 2016 - 8:58AM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
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3235-0101
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May 31, 2017
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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SEC USE ONLY
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DOCUMENT SEQUENCE NO.
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CUSIP NUMBER
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WORK LOCATION
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ATTENTION:
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Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale
or executing a sale directly with a market maker
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1
(a)
NAME OF ISSUER
(Please type or print)
MGM Resorts International
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(b)
IRS IDENT. NO.
88-0215232
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(c)
S.E.C. FILE NO.
001-10362
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1
(d)
ADDRESS OF ISSUER
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STREET
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CITY
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STATE
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ZIP CODE
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(e)
TELEPHONE NO.
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3600 Las Vegas Boulevard South
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Las Vegas
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NV
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89109
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(702) 693-7120
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2
(a)
NAME OF PERSON FOR WHOSE ACCOUNT
THE SECURITIES ARE TO BE SOLD
Tracinda Corporation
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(b)
SOCIAL SECURITY NO. OR IRS IDENT. NO.
88-0136471
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(c)
RELATIONSHIP TO
ISSUER
10% Stockholder
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(d)
ADDRESS
6725 Via Austi Parkway,
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STREET
Suite 370,
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CITY
Las Vegas,
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STATE
NV
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ZIP CODE
89119
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INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. identification
Number and the S.E.C. File Number.
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3
(a)
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(b)
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SEC USE ONLY
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(c)
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(d)
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(e)
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(f)
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(g)
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Title of the
Class of
Securities
To Be Sold
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Name and Address of Each Broker
Through Whom
the Securities are to be Offered or Each Market
Maker who Is Acquiring the Securities
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Broker-Dealer
File Number
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Number of Shares
or Other Units
To Be
Sold
(See Instr. 3(c))
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Aggregate
Market Value
(See Instr. 3(d))
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Number of Shares
or Other Units
Outstanding
(See Instr.
3(e))
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Approximate
Date of Sale
(See Instr. 3(f))
(MO DAY YR.)
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Name of Each
Securities
Exchange
(See Instr. 3(g))
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Common
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UBS Securities LLC
1285 Avenue of the Americas,
New York, NY 10019
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20,000,000
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$505,000,000
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565,153,753
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June 13, 2016
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NYSE
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INSTRUCTIONS:
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1.
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(a)
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Name of issuer
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(b)
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Issuers I.R.S. Identification Number
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(c)
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Issuers S.E.C. file number, if any
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(d)
(e)
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Issuers address, including zip code
Issuers telephone number, including area code
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2.
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(a)
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Name of person for whose account the securities are to be sold
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(b)
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Such persons I.R.S. identification number, if such person is an entity
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(c)
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Such persons relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
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(d)
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Such persons address, including zip code
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3.
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(a)
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Title of the class of securities to be sold
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(b)
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Name and Address of each broker through whom the securities are intended to be sold
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(c)
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Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
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(d)
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Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
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(e)
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Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by
the most recent report or statement published by the issuer
Approximate date on which the securities are to be sold
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(f)
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(g)
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Name of each securities exchange, if any, on which the securities are intended to be sold
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TABLE ISECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other
consideration therefor:
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Title of
the Class
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Date you
Acquired
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Nature of Acquisition Transaction
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Name of Person from Whom Acquired
(if gift, also give date donor acquired)
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Amount of Securities Acquired
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Date of
Payment
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Nature of
Payment
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Common
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02/19/1988
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Rights Offering pursuant to a Registration Statement on
Form S-1
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Directly from the Issuer
(see address above)
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62,884,764
(1)
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2/19/1988
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Cash and cancellation of indebtedness
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INSTRUCTIONS:
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If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted
of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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(1)
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After giving effect to 2 for 1 stock splits on 2/10/00 and 5/18/05 and donation of 2,000,000 shares on 5/4/05.
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TABLE IISECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to be sold.
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Name and Address of Seller
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Title of Securities Sold
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Date of Sale
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Amount of
Securities Sold
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Gross Proceeds
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NONE
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REMARKS:
*These shares are subject to a derivative contract
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INSTRUCTIONS:
See the definition of
person in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be
given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
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ATTENTION:
The person for whose
account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to
be sold which has not been publicly disclosed..
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June 13, 2016
Date of Notice
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TRACINDA CORPORATION
By:
Anthony L. Mandekic, CEO, President and Secretary/Treasurer
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By: Janet S. McCloud, Attorney-in-Fact*
* Power of Attorney filed herewith.
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The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed
signatures
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ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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LIMITED POWER OF ATTORNEY
The undersigned, Anthony L. Mandekic, CEO, President and Secretary/Treasurer of Tracinda Corporation, a Nevada corporation
(Tracinda), hereby grants a limited power of attorney to Janet S. McCloud as attorney-in-fact of the undersigned for the purpose of executing on my behalf, as an individual and as an officer of Tracinda, any and all filings by the
undersigned under the Securities Act of 1933, as amended (including Form 144). and the Securities Exchange Act of 1934, as amended (including Forms 4 and 5 and Schedule 13D), with respect to the securities of MGM Resorts International, a Delaware
corporation (the Company), registered in the name of Tracinda. This power of attorney is effective upon execution, may be revoked by me in writing at any time, and shall automatically be revoked upon my death, provided any person relying
on this power of attorney shall have full rights to accept and rely upon the authority of my attorney-in-fact until in receipt of actual notice of revocation.
Dated: June 7, 2016
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/s/ Anthony L. Mandekic
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Anthony L. Mandekic
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