SEC Form 4 · accession 0000890319-15-000106
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
May 5, 2015
Accepted (ET)
May 7, 2015 · 9:02 am 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 Stock | May 5, 2015 | M | 49,825 | $26.56 | A | 203,588 | D | |
| Common StockF1 | holding | — | — | — | 711,504 | I | By limited liability company | |
| Common StockF1 | holding | — | — | — | 186,837 | I | By limited liability company | |
| Common StockF2 | holding | — | — | — | 23,861 | I | As UTMA custodian for son | |
| Common StockF2 | holding | — | — | — | 23,426 | I | As UTMA custodian for daughter |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Options (right to buy)F3,F4,F5 | $26.56 | May 5, 2015 | M | 49,825 | D | — | May 18, 2015 | Common Stock | 49,825 | 0 | D |
Explanation of responses
- F1Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.
- F2Mr. Taubman disclaims all beneficial interest in the shares of common stock owned in the UTMA accounts for the benefit of his children.
- F3Options were granted to the reporting person pursuant to The Taubman Realty Group Limited Partnership ("TRG") 1992 Incentive Option Plan, as amended (the "Plan"). The Company is the Managing General Partner of TRG. Options granted under the Plan are exercisable for units of limited partnership interest in TRG. Under the Company's continuing offer to employees covered by the Plan and certain other partners in TRG, each unit of limited partnership interest in TRG held by an offeree is exchangeable for one share of the Company's common stock.
- F4This price reflects a reduction of the per share exercise price by $4.75 as a result of a modification of unexercised stock options completed in December 2014 in connection with a special dividend.
- F5The options vested as follows: 33,218 options vested in two equal installments on May 18, 2006 and 2007, respectively, and 16,607 options vested on May 18, 2008.