SEC Form 4 · accession 0001127602-18-030552
MGM Growth Properties LLC · MGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert W Smith
Director
Period of report
Oct 15, 2018
Accepted (ET)
Oct 17, 2018 · 7:04 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 | — | — | — | 6,819 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Share UnitsF2,F1 | — | Oct 15, 2018 | A | 141 | A | — | — | Class A Common Shares | 141 | 9,856 | D |
| Restricted Share UnitsF5,F3,F4 | — | Oct 15, 2018 | A | 66 | A | — | — | Class A Common Shares | 66 | 4,215 | D |
Explanation of responses
- F1Represents Deferred Share Units (DSUs) under the MGM Growth Properties LLC 2016 Deferred Compensation Plan for Non-Employee Directors. 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. Any fractional shares will be paid in cash upon settlement.
- F2Dividend equivalent rights accrue with respect to these DSUs when and as dividends are paid on MGM Growth Properties Class A common shares and become payable upon the reporting person's termination of service as a Director.
- F3Restricted Stock Units (RSUs) granted under 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.
- F4The RSUs will vest upon the earlier of (i) May 2, 2019 or (ii) the date of the Issuer's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement. Any fractional shares will be paid in cash upon settlement.
- F5Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on MGM Resorts International's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue.