SEC Form 4 · accession 0000890319-15-000047
TAUBMAN CENTERS INC · TCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William S Taubman
Officer — Chief Operating Officer · Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 5:37 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 | 8,186 | $0.00 | A | 36,812 | D | |
| Common Stock | Mar 2, 2015 | F | 3,365 | $72.34 | D | 33,447 | D | |
| Common StockF1 | Mar 2, 2015 | P | 3,365 | $73.16 | A | 36,812 | D | |
| Common StockF2 | holding | — | — | — | 17,961 | I | As UTMA custodian for son | |
| Common StockF2 | holding | — | — | — | 17,226 | I | As UTMA custodian for daughter | |
| Common StockF3 | holding | — | — | — | 186,837 | I | By limited liability company | |
| Common StockF3 | 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 UnitsF4,F5,F6 | $0.00 | Mar 2, 2015 | M | 8,186 | D | — | — | Common Stock | 8,186 | 0 | D |
| Units of Limited PartnershipF7,F8 | $0.00 | Dec 2, 2014 | J | 15,460 | A | — | — | Common Stock | 15,460 | 21,385 | D |
| Units of Limited PartnershipF7,F8,F9 | $0.00 | Dec 2, 2014 | J | 445,000 | D | — | — | Common Stock | 445,000 | 5,000 | I |
| Units of Limited PartnershipF7,F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 0 | 1,338,496 | I |
| Units of Limited PartnershipF7,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 $73.11 to $73.19 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 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 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.