Charles Irving - 28 Apr 2022 Form 4 Insider Report for MGM Growth Properties LLC

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 28 Apr 2022
Net transaction value: +$28,750
SEC form: 4
Accepted by SEC: 02 May 2022, 20:26:35 UTC
Prior SEC filing: 19 Apr 2022
Source filing: View source filing
Reporting owner signature: /s/ Jessica Cunningham, Attorney-In-Fact

Key filing fact

Charles Irving filed Form 4 for MGM Growth Properties LLC on 02 May 2022.

Key facts

This page summarizes Charles Irving's Form 4 filing for MGM Growth Properties LLC.
4 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 02 May 2022, 20:26.

Change

Previous filing in this sequence was filed on 19 Apr 2022.
Current net transaction value: +$28,750.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MGP transaction

Class A Common Shares

Disposed to Issuer

Transaction value
Shares: -1,000
Change %: -100%
Price
Shares after: 0
Date: 29 Apr 2022
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MGP transaction Derivative

Deferred Share Units

Award

Transaction value: $28,750
Shares: +690
Change %: +6.1%
Price: $41.64
Shares after: 11,975
Date: 28 Apr 2022
Ownership: Direct
Underlying class: Class A Common Shares
Underlying amount: 690
Exercise price
Footnotes: F2

MGP transaction Derivative

Deferred Share Units

Disposed to Issuer

Transaction value
Shares: -11,975
Change %: -100%
Price
Shares after: 0
Date: 29 Apr 2022
Ownership: Direct
Underlying class: Class A Common Shares
Underlying amount: 11,975
Exercise price
Footnotes: F3

MGP transaction Derivative

Restricted Share Units

Disposed to Issuer

Transaction value
Shares: -4,079
Change %: -100%
Price
Shares after: 0
Date: 29 Apr 2022
Ownership: Direct
Underlying class: Class A Common Shares
Underlying amount: 4,079
Exercise price
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Charles Irving is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.