4//SEC Filing
Chien Andy H 4
Accession 0001127602-22-012943
CIK 0001656936other
Filed
May 1, 8:00 PM ET
Accepted
May 2, 8:31 PM ET
Size
16.4 KB
Accession
0001127602-22-012943
Insider Transaction Report
Form 4
Chien Andy H
CFO and Treasurer
Transactions
- Award
Class A Common Shares
2022-04-29+16,037.382→ 122,197.711 total - Disposition to Issuer
Restricted Share Units
2022-04-29−4,543.219→ 0 total→ Class A Common Shares (4,543.219 underlying) - Disposition to Issuer
Restricted Share Units
2022-04-29−11,622.57→ 0 total→ Class A Common Shares (11,622.57 underlying) - Disposition to Issuer
Restricted Share Units
2022-04-29−30,558.616→ 0 total→ Class A Common Shares (30,558.616 underlying) - Tax Payment
Class A Common Shares
2022-04-29$41.64/sh−6,310.71$262,778→ 115,887.001 total - Disposition to Issuer
Class A Common Shares
2022-04-29−115,887.001→ 0 total
Footnotes (5)
- [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.
Documents
Issuer
MGM Growth Properties LLC
CIK 0001656936
Entity typeother
Related Parties
1- filerCIK 0001671970
Filing Metadata
- Form type
- 4
- Filed
- May 1, 8:00 PM ET
- Accepted
- May 2, 8:31 PM ET
- Size
- 16.4 KB