SEC Form 4 · accession 0000890319-17-000043
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
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 5:44 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 | Mar 1, 2017 | M | 15,568 | $0.00 | A | 29,344 | D | |
| Common Stock | Mar 1, 2017 | F | 6,827 | $69.15 | D | 22,517 | D | |
| Common StockF1 | Mar 1, 2017 | A | 9,653 | $0.00 | A | 32,170 | D | |
| Common Stock | Mar 1, 2017 | F | 4,462 | $69.15 | D | 27,708 | D | |
| Common Stock | Mar 1, 2017 | M | 60,376 | $51.15 | A | 88,084 | D | |
| Common StockF2 | Mar 1, 2017 | S | 51,132 | $68.83 | D | 36,952 | D | |
| Common Stock | holding | — | — | — | 265,246 | I | By a limited liability company | |
| Common StockF3 | holding | — | — | — | 244,000 | I | By wife | |
| Common StockF3 | holding | — | — | — | 11,405 | I | As UTMA custodian for daughter | |
| Common StockF3 | holding | — | — | — | 8,245 | I | As UTMA custodian for son | |
| Common StockF3 | holding | — | — | — | 8,245 | I | As UTMA custodian for son | |
| Common StockF4 | holding | — | — | — | 186,837 | I | By limited liability company | |
| Common StockF4 | holding | — | — | — | 711,504 | I | By limited liability company |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6,F7 | $0.00 | Mar 1, 2017 | M | 15,568 | D | — | — | Common Stock | 15,568 | 0 | D |
| Incentive Options (right to buy)F8,F9,F10 | $51.15 | Mar 1, 2017 | M | 60,376 | D | — | Mar 7, 2017 | Common Stock | 60,376 | 0 | D |
Explanation of responses
- F1Performance share units (PSU) were granted to the reporting person pursuant to The Taubman Company 2008 Omnibus Long-Term Incentive Plan (Omnibus Incentive Plan). Each PSU represents a contingent right to receive, upon vesting, shares of the Company's common stock ranging from 0-300% of the PSU based on the Company's total shareholder return relative to that of a peer group. The PSU vested on March 1, 2017 with a payout ratio of 62%, which was certified by the Company's Compensation Committee on March 3, 2017.
- F10The options vested as follows: 20,126 options vested on March 1, 2008 and 40,250 options vested in two equal installments on March 1, 2009 and 2010, respectively.
- F2This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $68.51 to $69.15 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.
- F3Mr. 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.
- F4Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.
- F5Restricted stock units were granted to the reporting person pursuant to the Omnibus Incentive Plan. Each restricted stock unit represents a contingent right to receive upon vesting one share of the Company's common stock.
- F6Amount includes additional units granted as part of a grant modification completed in December 2014 in connection with a special dividend.
- F7The restricted stock units vested on March 1, 2017.
- F8Options 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.
- F9This 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.