SEC Form 4 · accession 0000890319-18-000057
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 7, 2018
Accepted (ET)
Mar 9, 2018 · 2:47 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 StockF1 | Mar 7, 2018 | A | 17,735 | $0.00 | A | 54,008 | D | |
| Common Stock | Mar 7, 2018 | F | 7,733 | $59.19 | D | 46,275 | D | |
| Common StockF2 | holding | — | — | — | 8,245 | I | As UTMA custodian for son | |
| Common Stock | holding | — | — | — | 265,246 | I | By a limited liability company | |
| Common StockF2 | holding | — | — | — | 11,405 | I | As UTMA custodian for daughter | |
| Common StockF2 | holding | — | — | — | 8,245 | I | As UTMA custodian for son | |
| Common StockF3 | holding | — | — | — | 264,000 | I | By trust | |
| Common StockF4 | holding | — | — | — | 186,837 | I | By limited liability company | |
| Common StockF4 | holding | — | — | — | 711,504 | I | By limited liability company |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Performance share units (PSU) were granted to the reporting person pursuant to The Taubman Company 2008 Omnibus Long-Term Incentive Plan, as amended. 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, plus a cash payment equal to the aggregate cash dividends that would have been paid on such shares of common stock from the date of grant of the award to the vesting date. The PSU vested on March 1, 2018 with a payout ratio of 124%, which was certified by the Company's Compensation Committee on March 7, 2018.
- F2Mr. Taubman disclaims all beneficial interest in the shares of common stock owned in the UTMA accounts for the benefit of his children.
- F3Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by the trust beyond his pecuniary interest therein.
- F4Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.