SEC Form 4 · accession 0000890319-15-000107
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
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 | 99,202 | $26.56 | A | 210,267 | D | |
| Common Stock | May 5, 2015 | M | 79,723 | $35.64 | A | 289,990 | D | |
| Common StockF1 | holding | — | — | — | 224,000 | I | By wife | |
| Common StockF2 | holding | — | — | — | 186,837 | I | By limited liability company | |
| Common StockF1 | holding | — | — | — | 10,705 | I | As UTMA custodian for daughter | |
| Common StockF1 | holding | — | — | — | 7,545 | I | As UTMA custodian for son | |
| Common StockF2 | holding | — | — | — | 711,504 | I | By limited liability company | |
| Common StockF1 | holding | — | — | — | 7,545 | I | As UTMA custodian for son |
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 | 99,202 | D | — | May 18, 2015 | Common Stock | 99,202 | 0 | D |
| Incentive Options (right to buy)F3,F4,F6 | $35.64 | May 5, 2015 | M | 79,723 | D | — | Mar 8, 2016 | Common Stock | 79,723 | 0 | D |
Explanation of responses
- F1Mr. 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.
- F2Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.
- 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: 66,136 options vested in two equal installments on May 18, 2006 and May 18, 2007, respectively, and 33,066 options vested on May 18, 2008.
- F6The options vested as follows: 26,575 options vested on March 1, 2007 and 53,148 options vested in two equal installments on March 1, 2008 and March 1, 2009, respectively.