X0206 3 2017-09-29 0 0001705696 VICI PROPERTIES INC. NONE 0000858395 CAESARS ENTERTAINMENT OPERATING COMPANY, INC. ONE CAESARS PALACE DRIVE LAS VEGAS NV 89109 0 0 1 0 Common Stock, par value $0.01 per share 1000 D This Form 3 is filed in connection with the effectiveness of the Registration Statement on Form 10 of VICI Properties Inc. ("Issuer"), which describes the separation of the historical business of Caesars Entertainment Operating Company, Inc. (the "Reporting Person") by means of a spin-off transaction whereby the Reporting Person's real property assets and golf course operations will be transferred to the Issuer. The separation will occur in connection with, and on the effective date of, the Reporting Person's Plan of Reorganization, which was approved by the U.S. Bankruptcy Court on January 17, 2017. Pursuant to the Plan of Reorganization, the Issuer will distribute all its capital stock to certain creditors of the Reporting Person. /s/ John Payne, Chief Executive Officer 2017-09-29