SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stewart James C.

(Last)

(First)

(Middle)

C/O MGM GROWTH PROPERTIES LLC

6385 S. RAINBOW BOULEVARD, SUITE 500

(Street)

LAS VEGAS

89118

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MGM Growth Properties LLC [ MGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2022

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares⁽¹⁾	04/29/2022		A		32,074.6221	A	$0	273,859.6221	D
Class A Common Shares	04/29/2022		F		12,621.3638	D	$41.64	261,238.2583	D
Class A Common Shares	04/29/2022		D		261,238.2583	D	⁽²⁾	0	D
Class A Common Shares	04/29/2022		D		2,027.56	D	⁽²⁾	0	I	By Spouse

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽³⁾	04/29/2022		D			1,097.5167	⁽³⁾	⁽³⁾	Class A Common Shares	1,097.5167	⁽³⁾	0	D
Restricted Share Units	⁽⁴⁾	04/29/2022		D			9,088.4917	⁽⁴⁾	⁽⁴⁾	Class A Common Shares	9,088.4917	⁽⁴⁾	0	D
Restricted Share Units	⁽³⁾	04/29/2022		D			4,881.5678	⁽³⁾	⁽³⁾	Class A Common Shares	4,881.5678	⁽³⁾	0	D
Restricted Share Units	⁽⁵⁾	04/29/2022		D			23,247.1804	⁽⁵⁾	⁽⁵⁾	Class A Common Shares	23,247.1804	⁽⁵⁾	0	D
Restricted Share Units	⁽⁶⁾	04/29/2022		D			61,117.2312	⁽⁶⁾	⁽⁶⁾	Class A Common Shares	61,117.2312	⁽⁶⁾	0	D
Restricted Share Units	⁽³⁾	04/29/2022		D			8,489.2865	⁽³⁾	⁽³⁾	Class A Common Shares	8,489.2865	⁽³⁾	0	D

Explanation of Responses:

1. Represents the additional performance share units ("PSUs"), granted on November 4, 2019 and October 5, 2020, that vested in excess of the target shares that were accelerated and vested on December 24, 2021. Such additional units were based on MGM Growth Properties LLC's total shareholder return ranking among the return of the non-mortgage REIT component companies of the NAREIT Index through the end of the performance period. Pursuant to the Transaction Agreement (defined below) performance-vested restricted share units previously granted by the Issuer which were to vest at the end of a performance period of three years, based on certain performance metrics, 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.

2. 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.

3. These restricted share units previously granted by the Issuer which were fully vested and delivery of shares was to be made in four equal annual installments commencing on the first anniversary of the grant date were disposed of in exchange for the right to receive the Merger Consideration rounded up to the nearest whole share less any applicable tax withholdings.

4. Pursuant to the Transaction Agreement unvested restricted share units which were to vest in four equal annual installments commencing on November 4, 2020 (the first anniversary of the grant date), were accelerated, vested and canceled and converted into the right to receive the Merger Consideration rounded up to the nearest whole shares less any applicable tax withholdings.

5. Pursuant to the Transaction Agreement unvested restricted share units which were to vest in four equal annual installments commencing on October 5, 2021 (the first anniversary of the grant date), 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.

6. Pursuant to the Transaction Agreement unvested restricted share units which were to vest in four equal annual installments commencing on October 27, 2022 (the first anniversary of the grant date), 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	05/02/2022
	** Signature of Reporting Person	Date
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