Paul J. Salem - 28 Apr 2022 Form 4 Insider Report for MGM Growth Properties LLC

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
02 May 2022, 20:08:01 UTC
Prior SEC filing
19 Apr 2022
Next SEC filing
06 May 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jessica Cunningham, Attorney-In-Fact

Key filing fact

Paul J. Salem filed Form 4 for MGM Growth Properties LLC on 02 May 2022.

Key facts

  • This page summarizes Paul J. Salem's Form 4 filing for MGM Growth Properties LLC.
  • 3 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 02 May 2022, 20:08.

Change

  • Previous filing in this sequence was filed on 19 Apr 2022.
  • Current net transaction value: +$42,500.

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 derivative securities

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

MGP transaction Derivative

Deferred Share Units

Award

Transaction value
$42,500
Shares
+1,021
Change %
+4.7%
Price
$41.64
Shares after
22,898
Date
28 Apr 2022
Ownership
Direct
Underlying class
Class A Common Shares
Underlying amount
1,021
Exercise price
Footnotes
F1
MGP transaction Derivative

Deferred Share Units

Disposed to Issuer

Transaction value
Shares
-22,898
Change %
-100%
Price
Shares after
0
Date
29 Apr 2022
Ownership
Direct
Underlying class
Class A Common Shares
Underlying amount
22,898
Exercise price
Footnotes
F2
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
F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 3 footnotes

Footnote 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).

Footnote 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.

Footnote 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.

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