| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MGP | Class A Common Shares | Award | $0 | +16K | +15.11% | $0.00 | 122K | Apr 29, 2022 | Direct | F1 |
| transaction | MGP | Class A Common Shares | Tax liability | -$263K | -6.31K | -5.16% | $41.64 | 116K | Apr 29, 2022 | Direct | |
| transaction | MGP | Class A Common Shares | Disposed to Issuer | -116K | -100% | 0 | Apr 29, 2022 | Direct | F2 |
| 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 | -4.54K | -100% | 0 | Apr 29, 2022 | Class A Common Shares | 4.54K | Direct | F3 | |||
| transaction | MGP | Restricted Share Units | Disposed to Issuer | -11.6K | -100% | 0 | Apr 29, 2022 | Class A Common Shares | 11.6K | Direct | F4 | |||
| transaction | MGP | Restricted Share Units | Disposed to Issuer | -30.6K | -100% | 0 | Apr 29, 2022 | Class A Common Shares | 30.6K | Direct | F5 |
Andy H. Chien is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | 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. |
| F4 | 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. |
| F5 | 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. |