SEC Form 4 · accession 0000890319-15-000062
TAUBMAN CENTERS INC · TCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lisa A Payne
Officer — Vice Chairman AND CFO · Director
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 3:29 pm EDT
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 StockF1 | Mar 10, 2015 | S | 1,250 | $75.00 | D | 57,311 | D | |
| Common StockF2 | holding | — | — | — | 16,000 | I | By Trust, for daughter | |
| Common StockF2 | holding | — | — | — | 16,000 | I | By Trust, for daughter |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | $0.00 | Mar 9, 2015 | A | 7,796 | A | — | — | Common Stock | 7,796 | 7,796 | D |
Explanation of responses
- F1The sale was effected pursuant to a 10b5-1 trading plan initially adopted by the reporting person on March 5, 2015. The plan provides for monthly sales of 1,250 shares of common stock if the specified minimum trading price is satisfied. Shares that are not sold in a particular month will be available for sale in subsequent months under the plan. A maximum of 13,750 shares remain available for sale under the plan, which is set to expire on February 29, 2016.
- F2Ms. Payne disclaims all beneficial interest in the shares of common stock owned by the Trusts for the benefit of her children. Ms. Payne is not the trustee of such Trusts.
- F3Restricted 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 and an amount equal to the cash value of the dividends that would have been paid to the reporting person if one share of common stock had been issued on the grant date for each RSU granted to the reporting person under this award.
- F4The restricted stock units vest on March 1, 2018.