Paul J. Salem - Apr 28, 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 28, 2022
Transactions value $
$42,500
Form type
4
Date filed
5/2/2022, 08:08 PM
Previous filing
Apr 19, 2022
Next filing
May 6, 2022

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 Award $42.5K +1.02K +4.67% $41.64 22.9K Apr 28, 2022 Class A Common Shares 1.02K Direct F1
transaction MGP Deferred Share Units Disposed to Issuer -22.9K -100% 0 Apr 29, 2022 Class A Common Shares 22.9K 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.

Paul J. Salem is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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 (defined below).
F2 Pursuant to 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, 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 1.366 shares of Parent Common Stock ("Merger Consideration") plus cash in lieu of fractional shares 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.