SEC Form 4 · accession 0001127602-18-023549
MGM Growth Properties LLC · MGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James C. Stewart
Officer — Chief Executive Officer
Period of report
Jul 16, 2018
Accepted (ET)
Jul 18, 2018 · 7:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001656936
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Shares | holding | — | — | — | 10,602 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF3,F1,F2 | — | Jul 16, 2018 | A | 151 | A | — | — | Class A Common Shares | 151 | 10,791 | D |
| Restricted Share UnitsF3,F1,F4 | — | Jul 16, 2018 | A | 168 | A | — | — | Class A Common Shares | 168 | 12,012 | D |
| Restricted Share UnitsF3,F1,F5 | — | Jul 16, 2018 | A | 215 | A | — | Mar 5, 2021 | Class A Common Shares | 215 | 15,445 | D |
| Restricted Share UnitsF3,F1,F6 | — | Jul 16, 2018 | A | 203 | A | — | — | Class A Common Shares | 203 | 14,561 | D |
Explanation of responses
- F1Restricted 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.
- F2The 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.
- F3Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Issuer's Class A common shares and vest on the same dates and in the same relative proportions as the RSUs on which they accrue.
- F4The 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.
- F5The RSUs are fully vested. Delivery of shares will be made on the third anniversary of the grant date.
- F6The 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.