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Form 4 VICI PROPERTIES INC. For: Feb 01 Filed by: Payne John W R

February 5, 2018 2:27 PM
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 *
Payne John W R

(Last) (First) (Middle)
C/O VICI PROPERTIES INC.
8329 W. SUNSET ROAD, SUITE 210

(Street)
LAS VEGAS NV 89113

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VICI PROPERTIES INC. [ VICI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2018
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
Common Stock 02/01/2018 P 20,000 (1) A $ 20 20,000 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
Explanation of Responses:
1. Represents shares purchased pursuant to VICI Properties Inc.'s Directed Share Program in connection with its initial public offering.
Remarks:
Exhibit 24.1 Power of Attorney
/s/ John Payne 02/05/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints each of Edward B. Pitoniak, David Kieske, Kenneth J.
Kuick, Todd E. Lenson and Jordan M. Rosenbaum, signing singly, as the
undersigned's true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

     (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of VICI
Properties Inc., a Maryland corporation (the "Company"), with the U.S.
Securities and Exchange Commission (the "SEC") and any national securities
exchanges or similar authority, as considered necessary or advisable under
Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

     (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

     (3)     perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing, including, as applicable,
preparing, executing in the undersigned's name and on the undersigned's behalf
and submitting to the SEC a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes, passwords, passphrases,
enabling the undersigned to make electronic filings with the SEC of reports
required by Section 16(a) of the Exchange Act, or any other rule or regulation
of the SEC.

The undersigned acknowledges that:

     (1)     this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

     (2)     any documents prepared and/or executed by any of the
attorneys-in-fact on behalf of the undersigned pursuant to this Power of
Attorney will be in such form and will contain such information and disclosure
as such attorney-in-fact, in his or her discretion, deems necessary or
desirable;

     (3)     neither the Company nor any of the attorneys-in-fact assumes (i)
any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

     (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

     The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, with full power of substitution and revocation,
hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Power of Attorney.

     This Power of Attorney shall remain in full force and effect until the
earlier of (i) the date on which the undersigned is no longer required to file
Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions
in securities issued by the Company; (ii) as to the appointment of each of
Edward Pitoniak, David Kieske, Kenneth J. Kuick, Todd E. Lenson and Jordan M.
Rosenbaum, upon his resignation or termination as an employee or advisor of the
Company; and (iii) revocation of this Power of Attorney by the undersigned in a
signed writing delivered to each of such attorneys-in-fact. This Power of
Attorney may be filed with the SEC as a conforming statement of the authority
granted herein.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of February 2018.

                                                  /s/  John W.R. Payne
                                                  ------------------------------
                                                  John W.R. Payne

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