Page 4 of 6 – SEC Filing
This Amendment No. 51 amends and supplements the Statement on Schedule 13D filed by Tracinda Corporation, a
Nevada corporation (Tracinda), and Mr. Kirk Kerkorian, the sole shareholder of Tracinda, with the Securities and Exchange Commission (the SEC) on August 20, 1991, as amended on June 8,
1992, October 16, 1992, February 22, 1994, March 11, 1994, November 20, 1995, January 24, 1997, September 25, 1997, August 3, 1998, August 21,
1998, September 1, 1998, June 11, 1999, November 16, 1999, April 18, 2000, February 9, 2001, May 21, 2001, November 2, 2001, May 21, 2007, June 20,
2007, August 7, 2007, August 22, 2007, March 5, 2008, July 8, 2008, September 3, 2008, October 16, 2008, February 19, 2009, May 18, 2009, May 20, 2009, September 9,
2009, October 20, 2009, April 16, 2010, October 13, 2010, October 18, 2010 (two filings), October 21, 2010, November 12, 2010, January 28, 2011, April 20, 2011, August 18,
2011, February 28, 2012, April 4, 2012, March 14, 2013, September 18, 2013, June 16, 2015, June 14, 2016. August 17, 2016. September 1, 2016, February 13, 2017,
February 17, 2017, February 22, 2017 and May 24, 2017, as amended by that certain Schedule TO-T filed by Tracinda and Mr. Kerkorian with the SEC on December 4, 2006, as amended (as so amended, the Schedule 13D),
relating to the common stock, $.01 par value per share (Common Stock), of MGM Resorts International, a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined in this Amendment No. 51
shall have the meaning set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended to add the following
information:
On September 11, 2017, pursuant to a Letter Agreement, Tracinda agreed to sell 10,000,000 shares of the Common Stock to the Company at
a price of $32.75 per share, which is a 1% discount from the closing price of the Common Stock on that date. The transaction is expected to be completed on September 12, 2017.
Tracinda continues to believe there is substantial value in the assets of MGM Resorts and that the Company is a good long term investment. The decision
to sell the shares described above is a product of Tracindas ongoing evaluation of alternatives and opportunities for an orderly disposition of its position in the Common Stock, as directed in Mr. Kerkorians will.
| Item 5. | Interests in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended to add the
following information:
(a)-(b) The following table sets forth information with respect to the Companys securities beneficially owned, as of
the date hereof, by each person or entity named in Item 2 of the Schedule 13D. Mr. Mandekic has sole voting and investment power with respect to the shares held by the Filing Persons.
| Reporting Persons | Number of Share Beneficially Owned with Sole Power to Vote or to Direct the Vote or Sole Power to Dispose or to Direct the Disposition | Number of Share Beneficially Owned with Share Power to Vote or to Direct the Vote or Shared Power to Dispose or to Direct the Disposition | Aggregate Number of Shares Beneficially Owned | Percentage of Class Beneficially Owned (1) | ||||||||||||
| Tracinda Corporation | -0- | 47,173,744 | 47,173,744 | 8.35 | % | |||||||||||
| Anthony L. Mandekic | 51,540 | 47,225,284 | 47,225,284 | 8.36 | % | |||||||||||
| (1) | Percentage calculated on the basis of 575,192,163 shares of common stock issued and outstanding as of August 3, 2017 (based upon information contained in the Companys Quarterly Report Form 10-Q for the period ended June 30, 2017), reduced by the 10,000,000 shares of common stock being acquired by the Company. |
