DANIEL J. TAYLOR - 29 Apr 2022 Form 4 Insider Report for MGM Growth Properties LLC (MGP)

Role: Director
Signature: /s/ Jessica Cunningham, Attorney-In-Fact
Issuer symbol: MGP
Transactions as of: 29 Apr 2022
Transactions value $: $0
Form type: 4
Filing time: 02 May 2022, 20:22:32 UTC
Previous filing: 19 Apr 2022
Next filing: 06 May 2022
SEC: View on sec.gov

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	Disposed to Issuer		-31.6K	-100%		0	29 Apr 2022	Class A Common Shares	31.6K		By grantor trust	F1
transaction	MGP	Restricted Share Units	Disposed to Issuer		-4.08K	-100%		0	29 Apr 2022	Class A Common Shares	4.08K		Direct	F2

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

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.