Thomas A. Roberts - Apr 29, 2022 Form 4 Insider Report for MGM Growth Properties LLC (MGP)

Role
Director
Signature
/s/ Jessica Cunningham, Attorney-In-Fact
Stock symbol
MGP
Transactions as of
Apr 29, 2022
Transactions value $
$0
Form type
4
Date filed
5/2/2022, 08:29 PM
Previous filing
Apr 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MGP Class A Common Shares Disposed to Issuer -5.23K -100% 0 Apr 29, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MGP Deferred Share Units Disposed to Issuer -49.7K -100% 0 Apr 29, 2022 Class A Common Shares 49.7K Direct F2
transaction MGP Restricted Share Units Disposed to Issuer -4.08K -100% 0 Apr 29, 2022 Class A Common Shares 4.08K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas A. Roberts is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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 rounded up to the nearest whole share less any applicable tax withholdings.
F3 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.