Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

1.

Names of Reporting Persons
Brookfield Investment Management Inc.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(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
None

6.

Shared Voting Power
3,170,089

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
3,526,108

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,526,108

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row (9)
4.97%

12.

Type of Reporting Person
IA

1.

Names of Reporting Persons
Brookfield Asset Management Inc.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Ontario, Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
3,170,089

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
3,526,108

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,526,108

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row (9)
4.97%

12.

Type of Reporting Person
HC

1.

Names of Reporting Persons
Partners Limited

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Ontario, Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
3,170,089

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
3,526,108

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,526,108

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row (9)
4.97%

12.

Type of Reporting Person
HC

Item 1.

Item 1(a)

Name of Issuer:
MGM Growth Properties LLC

Item 1(b)

Address of Issuers Principal Executive Offices:
6385 S. Rainbow Blvd.

Suite 500

Las Vegas, Nevada 891118

Item 2.

2(a)

Name of Persons Filing:
Brookfield Asset Management Inc. (BAM)

Partners Limited

Brookfield Investment Management Inc. (BIM)

(the Reporting Persons).

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

2(b)(c)

Address or Principal Business Office or, if none, Residence:
Brookfield Investment Management Inc.

Brookfield Place

250 Vesey St., 15th Floor

New York, NY 10281-1023

Partners Limited

181 Bay Street, Suite 330

Toronto, Ontario, Canada, M5J 2T3

Brookfield Asset Management Inc.

181 Bay Street, Suite 330

Toronto, Ontario, Canada, M5J 2T3

2(c)

Citizenship:
See Item 4 of the cover pages.

2(d)

Title of Class of Securities:
Common Stock

2(e)

CUSIP No.:
55303A105

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.

o

Broker or dealer registered under section 15 of the Act;

b.

o

Bank as defined in section 3(a)(6) of the Act;

c.

o

Insurance company as defined in section 3(a)(19) of the Act;

d.

o

Investment company registered under section 8 of the Investment Company Act of 1940;

e.

x

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

f.

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

g.

x

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

h.

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

i.

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

j.

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

k.

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

a.

Amount beneficially owned:

See the response(s) to Item 9 on the attached cover page(s).

b.

Percent of class:

See the response(s) to Item 11 on the attached cover page(s).

c.

Number of shares as to which such person has:

i.

Sole power to vote or to direct the vote:

See the response(s) to Item 5 on the attached cover page(s).

ii.

Shared power to vote or to direct the vote:

See the response(s) to Item 6 on the attached cover page(s).

iii.

Sole power to dispose or to direct the disposition of :

See the response(s) to Item 7 on the attached cover page(s).

iv.

Shared power to dispose or to direct the disposition of:

See the response(s) to Item 8 on the attached cover page(s).

Brookfield Asset Management, Inc. (BAM) is the indirect owner of Brookfield Investment Management Inc. (BIM), which is the investment adviser to various funds or accounts that are the record owners of the shares of Common Stock reported herein and, as a result, BAM may be deemed to beneficially own such shares. 

Partners Limited is the sole owner of BAMs Class B Limited Voting Shares and therefore may be deemed to share beneficial ownership of the shares of Common Stock reported herein.

Item 5.

Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See exhibit 99.X

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not 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 that purpose or effect.

Brookfield Investment Management Inc.

By:

/s/ Brian T. Hourihan

Name:

Brian T. Hourihan

Title:

Chief Compliance Officer and Regulatory Counsel

Brookfield Asset Management Inc.

By:

/s/ A.J. Silber

Name:

A.J. Silber

Title:

Vice President, Legal Affairs & Corporate Secretary

Partners Limited

By:

/s/ Brian D. Lawson

Name:

Brian D. Lawson

Title:

President

BROOKFIELD INVESTMENT MANAGEMENT INC.

By:

/s/ Brian T. Hourihan

Name: Brian T. Hourihan

Title:   Chief Compliance Officer and

Regulatory Counsel

BROOKFIELD ASSET MANAGEMENT INC.

By:

/s/ A.J. Silber

Name: A.J. Silber

Title:   Vice-President, Legal Affairs

PARTNERS LIMITED

By:

/s/ Brian D. Lawson

Name: Brian D. Lawson

Title:   President