SEC Form 4 · accession 0000890319-16-000198
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
Feb 18, 2016
Accepted (ET)
Feb 22, 2016 · 3:18 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 | Feb 18, 2016 | M | 42,338 | $35.64 | A | 92,163 | D | |
| Common Stock | Feb 18, 2016 | M | 4,473 | $35.50 | A | 96,636 | D | |
| Common StockF1 | Feb 18, 2016 | S | 34,876 | $68.13 | D | 61,760 | D | |
| Common StockF2 | holding | — | — | — | 711,504 | I | By limited liability company | |
| Common StockF2 | holding | — | — | — | 186,837 | I | By limited liability company | |
| Common Stock | holding | — | — | — | 153,763 | I | By limited liability company | |
| Common StockF3 | holding | — | — | — | 23,861 | I | As UTMA custodian for son | |
| Common StockF3 | 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)F4,F5,F6 | $35.64 | Feb 18, 2016 | M | 42,338 | D | — | Mar 8, 2016 | Common Stock | 42,338 | 0 | D |
| Incentive Options (right to buy)F4,F5,F7 | $35.50 | Feb 18, 2016 | M | 4,473 | D | — | May 15, 2016 | Common Stock | 4,473 | 0 | D |
Explanation of responses
- F1This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $68.08 to $68.19 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 sold at each separate price.
- F2Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.
- F3Mr. Taubman disclaims all beneficial interest in the shares of common stock owned in the UTMA accounts for the benefit of his children.
- F4Options 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.
- F5This 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.
- F6The options vested as follows: 14,113 options vested in two equal installments on March 1, 2007 and 2008, respectively, and 14,112 options vested on March 1, 2009.
- F7The options vested as follows: 1,491 options vested in three equal installments on March 1, 2007, 2008 and 2009, respectively.