SEC Form 4 · accession 0000890319-17-000047
TAUBMAN CENTERS INC · TCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen J Kieras
Officer — EVP, Development of TTC LLC
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 5:45 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 | 3,037 | $0.00 | A | 181,948 | D | |
| Common Stock | Mar 1, 2017 | F | 889 | $69.15 | D | 181,059 | D | |
| Common StockF1 | Mar 1, 2017 | A | 1,948 | $0.00 | A | 183,007 | D | |
| Common Stock | Mar 1, 2017 | F | 659 | $69.15 | D | 182,348 | D | |
| Common StockF2 | holding | — | — | — | 6,219 | I | By 401(k) plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F5 | $0.00 | Mar 1, 2017 | M | 3,037 | D | — | — | Common Stock | 3,037 | 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.
- F2Reflects shares of the Company's common stock on an as-converted basis held through a stock fund of the Company's 401(k) plan. Includes 171 shares of the Company's common stock acquired under the 401(k) plan not previously reported.
- F3Restricted 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.
- F4Amount includes additional units granted as part of a grant modification completed in December 2014 in connection with a special dividend.
- F5The restricted stock units vested on March 1, 2017.