SEC Form 5 · accession 0000890319-17-000025
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
Dec 31, 2016
Accepted (ET)
Feb 14, 2017 · 11:35 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000890319
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of Limited PartnershipF1,F2 | $0.00 | Sep 12, 2016 | W | 67,372 | A | — | — | Common Stock | 67,372 | 88,757 | D |
| Units of Limited PartnershipF1,F2 | $0.00 | Sep 12, 2016 | J | 88,757 | D | — | — | Common Stock | 88,757 | 0 | D |
| Units of Limited PartnershipF5,F1,F2 | $0.00 | Sep 12, 2016 | J | 472,650 | A | — | — | Common Stock | 472,650 | 472,650 | I |
| Units of Limited PartnershipF1,F2 | $0.00 | Dec 31, 2016 | J | 148 | A | — | — | Common Stock | 148 | 148 | D |
| Units of Limited PartnershipF1,F2 | $0.00 | Dec 31, 2016 | W | 91 | A | — | — | Common Stock | 91 | 239 | D |
| Units of Limited PartnershipF5,F1,F2 | $0.00 | holding | — | — | — | — | — | Common Stock | 0 | 1,338,496 | I |
| Units of Limited PartnershipF5,F7,F2 | $0.00 | holding | — | — | — | — | — | Common Stock | 0 | 22,311,442 | I |
| Units of Limited PartnershipF5,F8,F2 | $0.00 | holding | — | — | — | — | — | Common Stock | 0 | 5,000 | I |
Explanation of responses
- F1Units of Limited Partnership in The Taubman Realty Group Limited Partnership (Units of 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 and certain LLCs of which he is a member). To avoid duplication, excludes the same number of Series B Preferred Stock of Taubman Centers, Inc. (Series B Preferred Stock) 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.
- F2Not applicable.
- F3Represents a contribution made by Mr. Taubman to a limited liability company. The contribution also included a contribution of the same amount of Series B Preferred Stock.
- F4Shares were contributed to the limited liability company by Mr. Taubman (88,757 shares) and other members of the limited liability company (383,893 shares) on a pro rata basis based on ownership percentages. The contribution also included a pro rata contribution of the same amount of Series B Preferred Stock.
- F5Mr. 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.
- F6Represents pro rata distributions from limited liability companies to their members based on pecuniary interest. The distributions also included pro rata distributions of the same amount of Series B Preferred Stock.
- F7A portion of the Units of Limited Partnership are subject to the Continuing Offer referred to in footnote 1 herein. The remainder of the Units of Limited Partnership are subject to the Cash Tender Agreement, pursuant to which the person has the right to tender to Taubman Centers, Inc. such Units of Limited Partnership, subject to specified conditions, and cause Taubman Centers, Inc. to purchase the tendered interests at a purchase price based on the market price of the common stock of Taubman Centers, Inc. on the trading day immediately prior to the tender date (or, if lower, the market price at the closing of the sale of new shares of common stock of Taubman Centers, Inc., if Taubman Centers, Inc. elects to pay for the tendered interests from proceeds of an offering of common stock).
- F8A majority of the Units of Limited Partnership are subject to the Continuing Offer referred to in footnote 1 herein.