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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KIESKE DAVID ANDREW
  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)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O VICI PROPERTIES INC., 535 MADISON AVENUE, 20TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024
(Street)

NEW YORK, NY 10022
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/22/2024   F(1)   2,980 D $ 29.66 274,269 D  
Common Stock 02/22/2024   A   65,764 (2) A $ 0 340,033 D  
Common Stock 02/22/2024   F(3)   33,332 D $ 29.66 306,701 D  
Common Stock 02/22/2024   A   31,768 (4) A $ 0 338,469 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KIESKE DAVID ANDREW
C/O VICI PROPERTIES INC.
535 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
      Chief Financial Officer  

Signatures

 /s/ Samantha Sacks Gallagher as attorney-in-fact for David A. Kieske   02/23/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock.
(2) Represents shares of common stock received pursuant to the award of performance-based restricted stock units on February 17, 2021 under the Issuer's 2017 Stock Incentive Plan, which were earned based on the achievement of certain performance measures during the three-year performance period ended December 31, 2023.
(3) Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the shares of common stock received pursuant to the February 17, 2021 award of performance-based restricted stock units.
(4) Pursuant to the Issuer's long-term incentive compensation plan, on February 22, 2024, the Reporting Person was granted an award of time-based restricted shares of common stock under the Issuer's 2017 Stock Incentive Plan. In addition, the Reporting Person was granted an award of performance-based restricted stock units under the Issuer's 2017 Stock Incentive Plan, which units represent a contingent right to receive a number of shares of the Issuer's common stock based on the achievement of certain performance measures.

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