Sec Form 4 Filing - Chien Andy H @ MGM Growth Properties LLC - 2021-04-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Chien Andy H
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)
CFO and Treasurer
(Last) (First) (Middle)
C/O MGM GROWTH PROPERTIES LLC, 6385 S. RAINBOW BOULEVARD, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
04/23/2021
(Street)
LAS VEGAS, NV89118
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/23/2021 M 2,170 A $ 0 62,992.329 D
Class A Common Shares 04/23/2021 F 530 D $ 35.17 62,462.329 D
Class A Common Shares ( 1 ) 04/23/2021 A 26,423 A $ 0 88,885.329 D
Class A Common Shares 04/23/2021 F 8,377 D $ 35.17 80,508.329 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units ( 2 ) 04/23/2021 M 2,170 ( 3 ) ( 3 ) Class A Common Shares 2,170 $ 0 2,169 D
Reporting Owners
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, NV89118
CFO and Treasurer
Signatures
/s/ Jessica Cunningham, Attorney-In-Fact 04/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the vesting and cash settlement of 16,797 performance share units granted on March 23, 2018 under the MGM Growth Properties LLC (the "Company") 2016 Omnibus Incentive Plan (the "Plan"). The number of shares awarded at the end of the performance period was based upon the Company's three-year total shareholder return ranking among the three-year return of the non-mortgage REIT component companies of the NAREIT Index.
( 2 )Restricted Share Units ("RSUs") 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.
( 3 )The RSUs vest in four equal annual installments commencing on April 23, 2019 (the first anniversary of the grant date), in each case subject to the terms of the Plan and applicable award agreement. Any fractional shares are paid in cash upon settlement.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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