0001127602-22-012940.txt : 20220502
0001127602-22-012940.hdr.sgml : 20220502
20220502202635
ACCESSION NUMBER: 0001127602-22-012940
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220428
FILED AS OF DATE: 20220502
DATE AS OF CHANGE: 20220502
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Irving Charles
CENTRAL INDEX KEY: 0001816847
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37733
FILM NUMBER: 22884093
MAIL ADDRESS:
STREET 1: C/O MGM GROWTH PROPERTIES LLC
STREET 2: 6385 S. RAINBOW BOULEVARD, SUITE 500
CITY: LAS VEGAS
STATE: NV
ZIP: 89118
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MGM Growth Properties LLC
CENTRAL INDEX KEY: 0001656936
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1980 FESTIVAL PLAZA DRIVE
STREET 2: SUITE 750
CITY: LAS VEGAS
STATE: NV
ZIP: 89135
BUSINESS PHONE: 702-669-1480
MAIL ADDRESS:
STREET 1: 1980 FESTIVAL PLAZA DRIVE
STREET 2: SUITE 750
CITY: LAS VEGAS
STATE: NV
ZIP: 89135
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2022-04-28
1
0001656936
MGM Growth Properties LLC
MGP
0001816847
Irving Charles
C/O MGM GROWTH PROPERTIES LLC
6385 S. RAINBOW BOULEVARD, SUITE 500
LAS VEGAS
NV
89118
1
Class A Common Shares
2022-04-29
4
D
0
1000
D
0
D
Deferred Share Units
2022-04-28
4
A
0
690.4419
41.64
A
Class A Common Shares
690.4419
11975.0652
D
Deferred Share Units
2022-04-29
4
D
0
11975.0652
D
Class A Common Shares
11975.0652
0
D
Restricted Share Units
2022-04-29
4
D
0
4078.66
D
Class A Common Shares
4078.66
0
D
In connection with the transactions contemplated by the Master Transaction Agreement, dated as of August 4, 2021 (the "Transaction Agreement") by and among the Issuer, MGM Resorts International, MGM Growth Properties Operating Partnership LP, VICI Properties Inc. ("Parent"), Venus Sub LLC, VICI Properties L.P. and VICI Properties OP LLC, each Class A common share of the Issuer issued and outstanding was cancelled, retired and converted into the right to receive 1.366 shares of Parent Common Stock ("Merger Consideration") plus cash in lieu of fractional shares less any applicable tax withholdings.
Represents Deferred Share Units ("DSUs") under the MGM Growth Properties LLC 2016 Deferred Compensation Plan for Non-Employee Directors (the "Plan"). Each DSU is the economic equivalent of one Class A share. The DSUs become payable upon the reporting person's termination of service as a Director in accordance with the Plan and the Transaction Agreement.
Pursuant to the Transaction Agreement, deferred share units which were to become payable upon the reporting person's termination of service as a Director were canceled and converted into the right to receive the Merger Consideration plus cash in lieu of fractional shares less any applicable tax withholdings.
Pursuant to the Transaction Agreement unvested restricted share units which were to vest upon the earlier of (i) May 5, 2022 or (ii) the date of the Issuer's next annual meeting of shareholders were accelerated, vested and canceled and converted into the right to receive the Merger Consideration rounded up to the nearest whole share less any applicable tax withholdings.
/s/ Jessica Cunningham, Attorney-In-Fact
2022-05-02