Charles Irving - 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 $: $28,750
Form type: 4
Date filed: 5/2/2022, 08:26 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		-1K	-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	Award	$28.8K	+690	+6.12%	$41.64	12K	Apr 28, 2022	Class A Common Shares	690		Direct	F2
transaction	MGP	Deferred Share Units	Disposed to Issuer		-12K	-100%		0	Apr 29, 2022	Class A Common Shares	12K		Direct	F3
transaction	MGP	Restricted Share Units	Disposed to Issuer		-4.08K	-100%		0	Apr 29, 2022	Class A Common Shares	4.08K		Direct	F4

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

Charles Irving 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	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.
F3	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 plus cash in lieu of fractional shares less any applicable tax withholdings.
F4	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.