MGM Growth Properties Form 4 MGM Growth Properties / James C. Stewart ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stewart James C.

(Last) (First) (Middle)

C/O MGM GROWTH PROPERTIES LLC

6385 S. RAINBOW BOULEVARD, SUITE 500

(Street)

LAS VEGAS NY 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MGM Growth Properties LLC [ MGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares								52,481	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	01/15/2020		A		88.3576		(2)	(2)	Class A Common Shares	88.3576	(3)	5,910.5568	D
Restricted Share Units	(1)	01/15/2020		A		132.0502		(4)	(4)	Class A Common Shares	132.0502	(3)	8,833.3159	D
Restricted Share Units	(1)	01/15/2020		A		252.9545		(5)	03/05/2021	Class A Common Shares	252.9545	(3)	16,921.0436	D
Restricted Share Units	(1)	01/15/2020		A		178.8438		(6)	(6)	Class A Common Shares	178.8438	(3)	11,963.5113	D
Restricted Share Units	(1)	01/15/2020		A		68.7127		(7)	03/04/2023	Class A Common Shares	68.7127	(3)	4,596.4402	D
Restricted Share Units	(1)	01/15/2020		A		236.6845		(8)	(8)	Class A Common Shares	236.6845	(3)	15,832.6845	D

Explanation of Responses:

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 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 are paid in cash upon settlement.

3. Dividend 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.

4. The RSUs 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 are paid in cash upon settlement.

5. The RSUs are fully vested. Delivery of shares will be made on the third anniversary of the grant date.

6. The RSUs 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 are paid in cash upon settlement.

7. The RSUs are fully vested. Delivery of shares will be made in four equal annual installments commencing on the first anniversary of the grant date. Any fractional shares will be paid in cash upon settlement.

8. The RSUs will vest in four equal annual installments commencing on November 4, 2020 (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.

	/s/ Andrew Hagopian III, Attorney-In-Fact	01/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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