James C. Stewart - Apr 29, 2022 Form 4 Insider Report for MGM Growth Properties LLC (MGP)

Role: Chief Executive Officer
Signature: /s/ Jessica Cunningham, Attorney-In-Fact
Stock symbol: MGP
Transactions as of: Apr 29, 2022
Transactions value $: -$525,554
Form type: 4
Date filed: 5/2/2022, 08:34 PM
Previous filing: Apr 26, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MGP	Class A Common Shares	Award	$0	+32.1K	+13.27%	$0.00	274K	Apr 29, 2022	Direct	F1
transaction	MGP	Class A Common Shares	Tax liability	-$526K	-12.6K	-4.61%	$41.64	261K	Apr 29, 2022	Direct
transaction	MGP	Class A Common Shares	Disposed to Issuer		-261K	-100%		0	Apr 29, 2022	Direct	F2
transaction	MGP	Class A Common Shares	Disposed to Issuer		-2.03K	-100%		0	Apr 29, 2022	By Spouse	F2

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	Restricted Share Units	Disposed to Issuer		-1.1K	-100%		0	Apr 29, 2022	Class A Common Shares	1.1K		Direct	F3
transaction	MGP	Restricted Share Units	Disposed to Issuer		-9.09K	-100%		0	Apr 29, 2022	Class A Common Shares	9.09K		Direct	F4
transaction	MGP	Restricted Share Units	Disposed to Issuer		-4.88K	-100%		0	Apr 29, 2022	Class A Common Shares	4.88K		Direct	F3
transaction	MGP	Restricted Share Units	Disposed to Issuer		-23.2K	-100%		0	Apr 29, 2022	Class A Common Shares	23.2K		Direct	F5
transaction	MGP	Restricted Share Units	Disposed to Issuer		-61.1K	-100%		0	Apr 29, 2022	Class A Common Shares	61.1K		Direct	F6
transaction	MGP	Restricted Share Units	Disposed to Issuer		-8.49K	-100%		0	Apr 29, 2022	Class A Common Shares	8.49K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.
F6	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.