SEC Form 4 · accession 0000890319-17-000077
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
Dec 17, 2015
Accepted (ET)
Apr 11, 2017 · 3:34 pm 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 | Dec 17, 2015 | M | 94 | $0.00 | A | 182,442 | D | |
| Common Stock | Dec 17, 2015 | F | 94 | $75.23 | D | 182,348 | D | |
| Common Stock | Nov 11, 2016 | M | 196 | $0.00 | A | 182,544 | D | |
| Common Stock | Nov 11, 2016 | F | 196 | $72.27 | D | 182,348 | D | |
| Common Stock | Mar 31, 2017 | M | 2,791 | $0.00 | A | 185,139 | D | |
| Common Stock | Mar 31, 2017 | F | 817 | $66.02 | D | 184,322 | D | |
| Common Stock | Mar 31, 2017 | M | 5,931 | $0.00 | A | 190,253 | D | |
| Common Stock | Mar 31, 2017 | F | 2,245 | $66.02 | D | 188,008 | D | |
| Common StockF1 | Mar 31, 2017 | A | 2,193 | $0.00 | A | 190,201 | D | |
| Common Stock | Mar 31, 2017 | F | 1,014 | $66.02 | D | 189,187 | D | |
| Common StockF2 | holding | — | — | — | 6,223 | 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 | $0.00 | Dec 17, 2015 | M | 94 | D | — | — | Common Stock | 94 | 2,791 | D |
| Restricted Stock UnitsF3,F4 | $0.00 | Nov 11, 2016 | M | 196 | D | — | — | Common Stock | 196 | 5,931 | D |
| Restricted Stock UnitsF3,F5 | $0.00 | Mar 31, 2017 | M | 2,791 | D | — | — | Common Stock | 2,791 | 0 | D |
| Restricted Stock UnitsF3,F5 | $0.00 | Mar 31, 2017 | M | 5,931 | D | — | — | Common Stock | 5,931 | 0 | D |
Explanation of responses
- F1Performance share units (PSUs) 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 PSUs based on the Company's total shareholder return relative to that of a peer group. The PSUs vested on March 31, 2017 with a payout ratio of 76%.
- 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 4 shares of the Company's common stock acquired under the 401(k) plan not previously reported.
- F3Restricted stock units (RSUs) 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.
- F4The RSUs vested on the respective transaction date. For employees that are age 62 and older, the Company is required to submit FICA tax in the year that each grant is given. Mr. Kieras's grants in 2015 and 2016 had RSUs withheld to cover these taxes.
- F5The RSUs vested on March 31, 2017 upon Mr. Kieras's retirement.