SEC Form 4 · accession 0000890319-17-000180

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

Dec 13, 2017

Accepted (ET)

Dec 13, 2017 · 5:33 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	Jun 9, 2017	G	20,000	$0.00	D	16,953	D
Common Stock^F1	Jun 9, 2017	G	20,000	$0.00	A	264,000	I	By wife
Common Stock	Dec 13, 2017	M	68,115	$45.90	A	85,068	D
Common Stock^F2	Dec 13, 2017	S	29,690	$62.23	D	55,378	D
Common Stock^F3	Dec 13, 2017	S	22,110	$62.89	D	33,268	D
Common Stock^F4	Dec 13, 2017	S	6,200	$64.10	D	27,068	D
Common Stock	holding	—	—		—	265,246	I	By a limited liability company
Common Stock^F1	holding	—	—		—	11,405	I	As UTMA custodian for daughter
Common Stock^F1	holding	—	—		—	8,245	I	As UTMA custodian for son
Common Stock^F1	holding	—	—		—	8,245	I	As UTMA custodian for son
Common Stock^F5	holding	—	—		—	186,837	I	By limited liability company
Common Stock^F5	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
Incentive Options (right to buy)^F6,F7,F8	$45.90	Dec 13, 2017	M	68,115	D	—	Feb 27, 2018	Common Stock	68,115	0	D

Explanation of responses

F1Mr. 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.
F2This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $61.69 to $62.68 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.
F3This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $62.69 to $63.62 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.
F4This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $63.70 to $64.68 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.
F5Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.
F6Options 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.
F7This 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.
F8The options vested in three equal installments of 22,705 on March 1, 2009, March 1, 2010, and March 1, 2011, respectively.