SEC Form 4 · accession 0000890319-19-000014

TAUBMAN CENTERS INC · TCO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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.
• F3Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each director's account is credited with dividend equivalents on the deferred restricted stock units when the Company pays cash dividends on its common stock (including special dividends, if any), and such dividend equivalents are denominated in additional restricted stock units based on the fair market value of the Company's common stock on the business day immediately before the record date of the applicable dividend payment. The receipt of such dividends since the last Form 4 filing has been reflected in the column entitled 'amount of securities beneficially owned following reported transaction(s)', but has not been reported as a separate transaction.
• F4Shares 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.
• F5Shares 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.
• F6Shares 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.