Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MURREN JAMES
  2. Issuer Name and Ticker or Trading Symbol
MGM Resorts International [MGM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHAIRMAN & CEO
(Last)
(First)
(Middle)
3600 LAS VEGAS BLVD. SOUTH
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2017
(Street)

LAS VEGAS, NV 89109
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               969,111 D  
Common Stock $.01 Par Value ND               175,329 I By spousal limited access trusts

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Units (1) 03/15/2017   A   313.2047     (1)   (1) Common Stock $.01 Par Value ND 313.2047 (2) 76,678.2047 D  
Restricted Stock Units (3) 03/15/2017   A   43.5981   10/07/2014 10/07/2017 Common Stock $.01 Par Value ND 43.5981 (2) 10,673.5981 D  
Restricted Stock Units (3) 03/15/2017   A   80.9004   10/06/2015 10/06/2018 Common Stock $.01 Par Value ND 80.9004 (2) 19,805.9004 D  
Restricted Stock Units (3) 03/15/2017   A   198.8859   10/05/2016 10/05/2019 Common Stock $.01 Par Value ND 198.8859 (2) 48,690.8859 D  
Restricted Stock Units (3) 03/15/2017   A   212.8799   10/03/2017 10/03/2020 Common Stock $.01 Par Value ND 212.8799 (2) 52,116.8799 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MURREN JAMES
3600 LAS VEGAS BLVD. SOUTH
LAS VEGAS, NV 89109
  X     CHAIRMAN & CEO  

Signatures

 /s/ Andrew Hagopian III, Attorney-In-Fact   03/17/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted Stock Units ("RSUs") granted under the Plan. Each RSU represents the right to receive, subject to the terms set forth below, one share of MGM Resorts common stock. The RSUs cliff vest on December 31, 2021, with delivery automatically deferred until Mr. Murren's separation from the Company (unless such separation is determined to have been for Employer's Good Cause, as defined in his employment agreement), and are subject to automatic forfeiture in the event of Mr. Murren's termination for any reason prior to December 31, 2021.
(2) Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on MGM Resorts International's common stock. The additional RSUs being reported reflect dividend equivalent rights at $26.82 per RSU credited to the reporting person's account on 3/15/2017.
(3) RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of MGM Resorts common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date, subject to the terms of the Plan and applicable award agreement.

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