SEC Form 4 · accession 0000890319-15-000046

TAUBMAN CENTERS INC · TCO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert S Taubman

Officer — President, CEO, AND Chair BOD · Director

Period of report

Mar 2, 2015

Accepted (ET)

Mar 4, 2015 · 5:36 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000890319

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Mar 2, 2015	M	15,019	$0.00	A	17,932	D
Common Stock	Mar 2, 2015	F	5,555	$72.34	D	12,377	D
Common Stock^F1	Mar 2, 2015	P	5,555	$73.16	A	17,932	D
Common Stock^F2	holding	—	—		—	204,000	I	By wife
Common Stock^F2	holding	—	—		—	7,405	I	As UTMA custodian for daughter
Common Stock^F2	holding	—	—		—	5,645	I	As UTMA custodian for son
Common Stock^F2	holding	—	—		—	5,645	I	As UTMA custodian for son
Common Stock^F3	holding	—	—		—	186,837	I	By limited liability company
Common Stock^F3	holding	—	—		—	941,588	I	By limited liability company

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F4,F5,F6	$0.00	Mar 2, 2015	M	15,019	D	—	—	Common Stock	15,019	0	D
Units of Limited Partnership^F7,F8	$0.00	Dec 2, 2014	J	15,460	A	—	—	Common Stock	15,460	21,385	D
Units of Limited Partnership^F7,F8,F9	$0.00	Dec 2, 2014	J	445,000	D	—	—	Common Stock	445,000	5,000	I
Units of Limited Partnership^F7,F9	$0.00	holding	—	—	—	—	—	Common Stock	0	1,338,496	I
Units of Limited Partnership^F7,F9	$0.00	holding	—	—	—	—	—	Common Stock	0	22,311,442	I

Explanation of responses

F1This price represents the weighted average price of the multiple transactions reported on this line. The shares were acquired at prices ranging from $73.12 to $73.20 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide full information regarding the number of shares acquired at each separate price.
F2Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by his wife or in the UTMA accounts for the benefit of his children.
F3Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.
F4Restricted stock units were granted to the reporting person pursuant to The Taubman Company 2008 Omnibus Long-Term Incentive Plan. Each restricted stock unit represents a contingent right to receive upon vesting one share of the Company's common stock.
F5Amount includes additional units granted as part of a grant modification completed in December 2014 in connection with a special dividend.
F6The restricted stock units vested on March 1, 2015.
F7Units of Limited Partnership in The Taubman Realty Group Limited Partnership may be exchanged for shares of common stock of Taubman Centers, Inc. on a one-for-one basis under the Continuing Offer (which is available to specified partners, including Mr.Taubman). To avoid duplication, excludes the same number of Series B Preferred Stock of Taubman Centers, Inc. held by such persons, which under specified circumstances can be converted into common stock of Taubman Centers, Inc. at a ratio of one share of common stock for each 14,000 shares of Series B Preferred Stock. The distribution on December 2, 2014 also included a pro rata distribution of the same amount of Series B Preferred Stock.
F8Represents a pro rata distribution from the limited liability company to its members based on pecuniary interest.
F9Mr. Taubman disclaims all beneficial interest in the shares of Series B Preferred Stock and units of limited partnership interest owned by such limited liability company beyond his pecuniary interest therein.