VICI Properties Inc. |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
925652109 |
(CUSIP Number) |
July 31, 2021 |
(Date of Event Which Requires Filing of this Statement) |
1 | NAMES OF REPORTING PERSONS | ||||
Cohen & Steers, Inc. 14-1904657 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)[x] | |||||
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 | |||
11,677,545 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
22,387,299 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
22,387,299 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.17% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
HC, CO | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Cohen & Steers Capital Management, Inc. 13-3353336 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)[x] | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
11,626,171 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
22,129,766 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
22,129,766 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.12% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA, CO | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Cohen & Steers UK Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)[x] | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
24,752 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
230,911 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
230,911 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.04% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA, CO | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Cohen & Steers Asia Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)[x] | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Hong Kong | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
20,058 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
20,058 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
20,058 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.004% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA, CO | |||||
1 | NAMES OF REPORTING PERSONS | ||||
Cohen & Steers Ireland Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)[x] | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Ireland | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
6,564 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
6,564 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,564 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.001% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
FI, CO | |||||
Item 1(a). | Name of Issuer: VICI Properties Inc. |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
430 Park Ave, 8th Floor New York, NY 10022 |
Item 2(a). | Name of Person Filing: Cohen & Steers, Inc. Cohen & Steers Capital Management, Inc. Cohen & Steers UK Ltd Cohen & Steers Asia Ltd Cohen & Steers Ireland Ltd |
Item 2(b). | Address of Principal Business Office or, if none, Residence: The principal address for Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. is: 280 Park Avenue, 10th Floor New York, NY 10017 The principal address for Cohen & Steers UK Ltd. is: 50 Pall Mall, 7th Floor London, United Kingdom SW1Y 5JH The principal address for Cohen & Steers Asia Ltd. is: 1201-02 Champion Tower Three Garden Road Central, Hong Kong The principal address for Cohen & Steers Ireland Ltd. is: 77 Sir John Rogerson's Quay Block C, Grand Canal Docklands Dublin 2, D02 VK60 |
Item 2(c). | Citizenship: Cohen & Steers, Inc: Delaware corporation Cohen & Steers Capital Management, Inc: New York corporation Cohen & Steers UK Ltd: United Kingdom Private Limited Company Cohen & Steers Asia Ltd: Asia Private Limited Company Cohen & Steers Ireland Ltd: Ireland Private Limited Company |
Item 2(d). | Title of Class of Securities: Common Stock |
Item 2(e). | CUSIP Number: 925652109 |
Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
(a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
(b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | [x] Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
(f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
(g) | [x] Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
(h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | [x] A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
Item 4. | Ownership. |
(a) | Amount beneficially owned as of July 31, 2021: |
(b) | Percent of class: |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: |
(ii) | Shared power to vote or to direct the vote: |
(iii) | Sole power to dispose or to direct the disposition of: |
(iv) | Shared power to dispose or to direct the disposition of: |
Item 5. | Ownership of Five Percent or Less of a Class. YES |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. Each of Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd., Cohen & Steers Asia Ltd. and Cohen & Steers Ireland Ltd. holds the securities of the Issuer to which this statement relates for the benefit of their respective account holders. Such account holders have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer that are held on their behalf. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Cohen & Steers, Inc. holds a 100% interest in Cohen & Steers Capital Management, Inc., Cohen & Steers UK Ltd., Cohen & Steers Asia Ltd. (investment advisors registered under Section 203 of the Investment Advisers Act) and Cohen & Steers Ireland Ltd. (a non-US institution). |
Item 8. | Identification and Classification of Members of the Group. N/A |
Item 9. | Notice of Dissolution of Group. N/A |
Item 10. | Certification. |
Cohen & Steers, Inc. Cohen & Steers Capital Management, Inc | ||
By: | /s/ Francis Poli | |
Name: Francis Poli | ||
Title: EVP, General Counsel |
Cohen & Steers UK Limited | ||
By: | /s/ Natalie Okorie | |
Name: Natalie Okorie | ||
Title: Compliance Officer |
Cohen & Steers Asia Limited | ||
By: | /s/ Catherine Cheng | |
Name: Catherine Cheng | ||
Title: VP, Compliance Officer |
Cohen & Steers Ireland Limited | ||
By: | /s/ Alan Cooper | |
Name: Alan Cooper | ||
Title: VP, Compliance Officer |
Cohen & Steers, Inc. Cohen & Steers Capital Management, Inc | ||
By: | /s/ Francis Poli | |
Name: Francis Poli | ||
Title: EVP, General Counsel |
Cohen & Steers UK Limited | ||
By: | /s/ Natalie Okorie | |
Name: Natalie Okorie | ||
Title: Compliance Officer |
Cohen & Steers Asia Limited | ||
By: | /s/ Catherine Cheng | |
Name: Catherine Cheng | ||
Title: VP, Compliance Officer |
Cohen & Steers Ireland Limited | ||
By: | /s/ Alan Cooper | |
Name: Alan Cooper | ||
Title: VP, Compliance Officer |