SEC FORM 4

SEC FORM 4 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

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)
10/15/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares								176,707	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽¹⁾	10/15/2021		A		56.6733		⁽²⁾	⁽²⁾	Class A Common Shares	56.6733	⁽³⁾	4,457.5752	D
Restricted Share Units	⁽⁴⁾	10/15/2021		A		28.6688		03/04/2020⁽⁵⁾	03/04/2023	Class A Common Shares	28.6688	⁽³⁾	2,254.9134	D
Restricted Share Units	⁽¹⁾	10/15/2021		A		168.7599		⁽⁶⁾	⁽⁶⁾	Class A Common Shares	168.7599	⁽³⁾	13,273.6158	D
Restricted Share Units	⁽⁴⁾	10/15/2021		A		95.6731		03/02/2021⁽⁵⁾	03/02/2024	Class A Common Shares	95.6731	⁽³⁾	7,525.0574	D
Restricted Share Units	⁽¹⁾	10/15/2021		A		382.0337		⁽⁷⁾	⁽⁷⁾	Class A Common Shares	382.0337	⁽³⁾	22,632.0337	D

Explanation of Responses:

1. 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.

2. 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.

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. Restricted Share Units (RSUs) granted under the MGM Growth Properties LLC 2016 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Class A common shares representing limited liability company interests of the Issuer.

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

6. The RSUs 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 are paid in cash upon settlement.

7. The RSUs vest in four equal annual installments commencing on October 5, 2021 (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.

	/s/ Jessica Cunningham, Attorney-In-Fact	10/19/2021
	** 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).
** 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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