13G Filing: Senator Investment Group and VICI Properties Inc (VICI)

VICI Properties Inc (OTCMKTS:VICI): Doug Silverman And Alexander Klabin’s Senator Investment Group filed an amended 13D.

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Doug Silverman And Alexander Klabin
Doug Silverman And Alexander Klabin
Senator Investment Group

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
SENATOR INVESTMENT GROUP 0 17,508,580 0 17,508,580 10 5.83%
ALEXANDER KLABIN 0 17,508,580 0 17,508,580 10 5.83%
DOUGLAS SILVERMAN 0 17,508,580 0 17,508,580 10 5.83%
Doug Silverman And Alexander Klabin
Doug Silverman And Alexander Klabin
Senator Investment Group

Page 1 of 10 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934

VICI Properties
Inc.

(Name of Issuer)

Common Stock,
$0.01 par value per share

(Title of Class of Securities)

925652109

(CUSIP Number)

December
22, 2017

(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
(Page 1 of 10 Pages)

______________________________

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

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Page 2 of 10 – SEC Filing

1

NAME OF REPORTING PERSON

SENATOR INVESTMENT GROUP LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

17,508,580

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

17,508,580

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.83%

12

TYPE OF REPORTING PERSON

IA, PN

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Page 3 of 10 – SEC Filing

1

NAME OF REPORTING PERSON

ALEXANDER KLABIN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

17,508,580

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

17,508,580

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.83%

12

TYPE OF REPORTING PERSON

IN

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Page 4 of 10 – SEC Filing

1

NAME OF REPORTING PERSON

DOUGLAS SILVERMAN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

17,508,580

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

17,508,580

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.83%

12

TYPE OF REPORTING PERSON

IN

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Page 5 of 10 – SEC Filing

Item 1(a). NAME OF ISSUER
VICI Properties Inc.  (the “Issuer”)
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
8329 W. Sunset Road, Suite 210
Las Vegas, Nevada 89113
Item 2(a). NAME OF PERSON FILING
Senator Investment Group LP (“Senator Investment Group”) serves as investment manager to various investment funds (collectively, the “Funds”), and as such, has investment discretion with respect to the Funds. Alexander Klabin (“Mr. Klabin”) and Douglas Silverman (“Mr. Silverman,” and together with Mr. Klabin and Senator Investment Group, the “Reporting Persons”) have control of a Delaware limited liability company that may be deemed to control Senator Investment Group.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock (as defined below) reported herein.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The principal office of each of the Reporting Persons is:
c/o Senator Investment Group LP
510 Madison Avenue
28th Floor
New York, NY 10022
Item 2(c). CITIZENSHIP
Senator Investment Group LP is a Delaware limited partnership. Each of Messrs. Klabin and Silverman is a United States citizen.
Item 2(d). TITLE OF CLASS OF SECURITIES
Common Stock, $0.01 par value per share
Item 2(e). CUSIP NUMBER
925652109

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Page 6 of 10 – SEC Filing

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ¨ Broker or dealer registered under Section 15 of the Act;
(b) ¨ Bank as defined in Section 3(a)(6) of the Act;
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:  ____________________________
Item 4. OWNERSHIP
The percentages set forth in this Schedule 13G are
calculated based upon the 300,278,939 shares of Common Stock issued and outstanding, which is the sum of (i) the 54,054,053
shares of Common Stock issued by the Issuer in a private placement, as disclosed in the Issuer’s Current Report on
Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 26, 2017, and
(ii) the 246,224,886 shares of Common Stock reported to be issued and outstanding as of November 7, 2017 in the
Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on
November 13, 2017.
Senator Investment Group
(a) Amount of beneficially owned: 17,508,580
(b) Percent of class: 5.83%

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Page 7 of 10 – SEC Filing

(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote:  17,508,580
(iii) Sole power to dispose or to direct the disposition of:  0
(iv) Shared power to dispose or to direct the disposition of:  17,508,580
Mr. Klabin
(a) Amount of beneficially owned: 17,508,580
(b) Percent of class: 5.83%
(c) Number of shares as to which such person has: 17,508,580
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote: 17,508,580
(iii) Sole power to dispose or to direct the disposition of:  0
(iv) Shared power to dispose or to direct the disposition of:  17,508,580
Mr. Silverman
(a) Amount of beneficially owned: 17,508,580
(b) Percent of class: 5.83%
(c) Number of shares as to which such person has: 17,508,580
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote:  17,508,580
(iii) Sole power to dispose or to direct the disposition of:  0
(iv) Shared power to dispose or to direct the disposition of:  17,508,580
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds.

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Page 8 of 10 – SEC Filing

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Item 10. CERTIFICATION
By signing below each of the Reporting Persons certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

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Page 9 of 10 – SEC Filing

SIGNATURES

After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.

DATE: as of January 2, 2018

SENATOR INVESTMENT GROUP LP

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

/s/ Evan Gartenlaub as Attorney-in-Fact*

ALEXANDER KLABIN

/s/ Evan Gartenlaub as Attorney-in-Fact*

DOUGLAS SILVERMAN

* Pursuant to a Power of Attorney attached to the Schedule 13G filed
by the Reporting Persons on April 24, 2013.

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Page 10 of 10 – SEC Filing

Exhibit 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.

DATE: as of January 2, 2018

SENATOR INVESTMENT GROUP LP

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

/s/ Evan Gartenlaub as Attorney-in-Fact*

ALEXANDER KLABIN

/s/ Evan Gartenlaub as Attorney-in-Fact*

DOUGLAS SILVERMAN

* Pursuant to a Power of Attorney attached to the Schedule 13G filed
by the Reporting Persons on April 24, 2013.

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