SEC Form 4 · accession 0000890319-18-000125
TAUBMAN CENTERS INC · TCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Litt
Director
Period of report
Jul 2, 2018
Accepted (ET)
Jul 5, 2018 · 11:32 am 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 StockF1,F2 | Jul 2, 2018 | A | 830 | $0.00 | A | 830 | D | |
| Series J Preferred Stock | holding | — | — | — | 436 | D | ||
| Common StockF3 | holding | — | — | — | 251,400 | I | By Land and Buildings Capital Growth Fund, LP | |
| Common StockF4 | holding | — | — | — | 217,600 | I | By Land and Buildings Real Estate Opportunity Fund, LP | |
| Common StockF5 | holding | — | — | — | 645,947 | I | By Managed Accounts of Land and Buildings Investment Management, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each non-employee director may defer the receipt of all or a portion of his or her director retainer (cash and stock) until the earlier of the termination of such director's service on the Company's Board of Directors and upon a change of control. Such deferred compensation is denominated in restricted stock units, and the number of restricted stock units received equals the deferred retainer fee divided by the fair market value of the Company's common stock on the business day immediately before the date the director would otherwise have been entitled to receive the retainer fee. The shares referred to above represent the quarterly retainer fee, which has been deferred in full, and would have otherwise been payable under The Taubman Company LLC 2018 Omnibus Long-Term Incentive Plan.
- F2The restricted stock units represent the right to receive equivalent shares of common stock at the end of the deferral period, and each director's account is 100% vested at all times. Therefore, the reporting person has elected to report the deferral as shares of common stock received on the grant date.
- F3Shares owned directly by Land & Buildings Capital Growth Fund, LP ("L&B Capital"). The Reporting Person, solely by virtue of his position as managing principal of Land & Buildings Investment Management, LLC ("L&B Management"), the investment manager of L&B Capital, may be deemed to beneficially own the shares directly held by L&B Capital for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F4Shares owned directly by Land & Buildings Real Estate Opportunity Fund, LP ("L&B Opportunity"). The Reporting Person, solely by virtue of his position as managing principal of L&B Management, the investment manager of L&B Opportunity, may be deemed to beneficially own the shares directly held by L&B Opportunity for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F5Shares held in certain accounts managed by L&B Management (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as managing principal of L&B Management, the investment manager of the Managed Accounts, may be deemed to beneficially own the shares directly held in the Managed Accounts for purposes of Section 16.