4//SEC Filing
Irving Charles 4
Accession 0001127602-22-012940
CIK 0001656936other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 8:26 PM ET
Size
12.4 KB
Accession
0001127602-22-012940
Insider Transaction Report
Form 4
Irving Charles
Director
Transactions
- Disposition to Issuer
Deferred Share Units
2022-04-29−11,975.065→ 0 total→ Class A Common Shares (11,975.065 underlying) - Award
Deferred Share Units
2022-04-28$41.64/sh+690.442$28,750→ 11,975.065 total→ Class A Common Shares (690.442 underlying) - Disposition to Issuer
Class A Common Shares
2022-04-29−1,000→ 0 total - Disposition to Issuer
Restricted Share Units
2022-04-29−4,078.66→ 0 total→ Class A Common Shares (4,078.66 underlying)
Footnotes (4)
- [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.
Documents
Issuer
MGM Growth Properties LLC
CIK 0001656936
Entity typeother
Related Parties
1- filerCIK 0001816847
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 8:26 PM ET
- Size
- 12.4 KB