SEC Form 4 · accession 0001179110-18-002039
SIMON PROPERTY GROUP INC. · SPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Simon
Officer — CEO/Chairman of the Board · Director
Period of report
Feb 12, 2018
Accepted (ET)
Feb 14, 2018 · 12:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001063761
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| CEO LTIP UnitsF1,F2,F3 | $0.00 | Feb 12, 2018 | A | 280,000 | A | — | — | Common Stock | 280,000 | 1,000,000 | D |
Explanation of responses
- F1Represents long-term incentive performance units ("CEO LTIP Units") of Simon Property Group L.P. (the "Operating Partnership"), of which Simon Property Group, Inc. (the "Company") is the general partner, issued as long-term incentive compensation to the reporting person pursuant to his amended and restated CEO LTIP Unit Award Agreement effective as of December 31, 2013. When earned and vested, each CEO LTIP Unit may be converted into a unit of limited partnership interest (a "Partnership Unit"). Each Partnership Unit may be exchanged for a share of the Company's common stock, or cash, as selected by the Company.
- F2On January 1, 2015, the reporting person was awarded a maximum of 280,000 CEO LTIP Units (the "Class C Units"), subject to certain performance conditions. This award was previously reported on a Form 4 filed on January 2, 2015. On February 12, 2018, the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company determined that the extent to which the performance measures for the Class C Units had been achieved during the performance period resulted in 100%, or 280,000 of the Class C LTIP Units becoming earned Class C LTIP Units. The earned Class C LTIP Units will vest on June 30, 2019, subject to a continued service requirement.
- F3These 1,000,000 CEO LTIP Units are made up of the 280,000 earned Class C Units as well as (i) 360,000 CEO LTIP Units that were awarded to the reporting person on December 31, 2013, subject to certain performance conditions, and that the Compensation Committee determined on March 1, 2016 were earned in their entirety (the "Class A Units"), and (ii) 360,000 CEO LTIP Units that were awarded to the reporting person on January 1, 2014, subject to certain performance conditions, and that the Compensation Committee determined on February 28, 2017 were earned in their entirety (the "Class B Units"). The earned Class A LTIP Units vested on January 1, 2018. The earned Class B LTIP Units will vest on January 1, 2019, subject to a continued service requirement.