SEC Form 4 · accession 0000890319-18-000036
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, 2018
Accepted (ET)
Mar 5, 2018 · 5:10 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, 2018 | M | 14,302 | $0.00 | A | 41,370 | D | |
| Common Stock | Mar 1, 2018 | F | 5,097 | $59.19 | D | 36,273 | D | |
| Common StockF1 | holding | — | — | — | 8,245 | I | As UTMA custodian for son | |
| Common Stock | holding | — | — | — | 265,246 | I | By a limited liability company | |
| Common StockF1 | holding | — | — | — | 11,405 | I | As UTMA custodian for daughter | |
| Common StockF1 | holding | — | — | — | 8,245 | I | As UTMA custodian for son | |
| Common StockF2 | holding | — | — | — | 264,000 | I | By trust | |
| Common StockF3 | holding | — | — | — | 186,837 | I | By limited liability company | |
| Common StockF3 | 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 UnitsF4,F5 | $0.00 | Mar 1, 2018 | M | 14,302 | D | — | — | Common Stock | 14,302 | 0 | D |
Explanation of responses
- F1Mr. Taubman disclaims all beneficial interest in the shares of common stock owned in the UTMA accounts for the benefit of his children.
- F2The shares were previously held by Julie Taubman, Mr. Taubman's wife, in a revocable trust of which Mrs. Taubman was the sole trustee. On January 28, 2018, in connection with the administration of Mrs. Taubman's estate, the trust became irrevocable and Mr. Taubman became the sole trustee. The trust is held for the benefit of Mr. Taubman and his children. Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by the trust beyond his pecuniary interest therein.
- F3Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.
- F4Restricted stock units (RSU) were granted to the reporting person pursuant to The Taubman Company 2008 Omnibus Long-Term Incentive Plan. Each RSU represents a contingent right to receive upon vesting one share of the Company's common stock and an amount equal to the cash value of the dividends that would have been paid to the reporting person if one share of common stock had been issued on the grant date for each RSU granted to the reporting person under this award.
- F5The restricted stock units vested on March 1, 2018.