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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (1) | 10/15/2018 | A | 85.9586 | (2) | (2) | Class A Common Shares | 85.9586 | (3) | 5,481.2086 | D | ||||
| Restricted Share Units | (1) | 10/15/2018 | A | 95.6763 | (4) | (4) | Class A Common Shares | 95.6763 | (3) | 6,100.8686 | D | ||||
| Restricted Share Units | (1) | 10/15/2018 | A | 115.9956 | (5) | (5) | Class A Common Shares | 115.9956 | (3) | 7,396.5407 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Chien Andy H C/O MGM GROWTH PROPERTIES LLC 6385 S. RAINBOW BOULEVARD, SUITE 500 LAS VEGAS, NV 89118 |
CFO and Treasurer | |||
| /s/ Andrew Hagopian III, Attorney-In-Fact | 10/17/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Restricted Share Units (RSUs) are granted under the MGM Growth Properties LLC 2016 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Class A common shares representing limited liability company interests of the Issuer. |
| (2) | The RSUs will vest in four equal annual installments commencing on April 19, 2017 (the first anniversary of the date of grant), in each case subject to the terms of the Plan and applicable award agreement. Any fractional shares will be paid in cash upon settlement. |
| (3) | Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on MGM Growth Properties Class A shares and vest on the same dates and in the same relative proportions as the RSUs on which they accrue. |
| (4) | The RSUs will vest in four equal annual installments commencing on April 3, 2018 (the first anniversary of the date of grant), in each case subject to the terms of the Plan and applicable award agreement. Any fractional shares will be paid in cash upon settlement. |
| (5) | The RSUs will vest in four equal annual installments commencing on April 23, 2019 (the first anniversary of the date of grant), in each case subject to the terms of the Plan and applicable award agreement. Any fractional shares will be paid in cash upon settlement. |