SEC Form 4 · accession 0001179110-16-021408
MACERICH CO · MAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J. Leanse
Officer — Senior EVP, CLO & Secretary
Period of report
Mar 4, 2016
Accepted (ET)
Mar 8, 2016 · 9:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912242
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 7, 2016 | C | 16,106 | $0.00 | A | 17,166 | D | |
| Common StockF2 | Mar 7, 2016 | S | 11,301 | $79.178 | D | 5,865 | D | |
| Common StockF3,F4 | Mar 8, 2016 | S | 5,865 | $78.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF5,F6 | — | Mar 4, 2016 | A | 15,625 | A | — | — | Common Stock | 15,625 | 69,705 | D |
| OP UnitsF1,F7 | — | Mar 7, 2016 | C | 16,106 | D | Dec 31, 2015 | — | Common Stock | 16,106 | 47,340 | D |
Explanation of responses
- F1The reporting person redeemed 16,106 units of limited partnership interest ("Units") of The Macerich Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner. Units are redeemable for an equal number of shares of the Issuer's common stock or, at the election of the Issuer, cash equal to the fair market value of such shares. The Issuer elected to redeem the reporting person's Units with common stock.
- F2The sales price ranged from $79.06-$79.2046.
- F3The reporting person also holds 161 shares in a trust for the benefit of one of his children.
- F4In addition, 50 shares are held by his adult child who is currently sharing the reporting person's household. The reporting person disclaims beneficial ownership of all shares held by this child, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for the purposes of Section 16 or otherwise.
- F5Represents the reporting person's annual incentive award for his 2015 performance which was granted on the date designated by the Compensation Committee for all annual employee and director bonuses and awards consistent with best practices.
- F6Represents units of limited partnership interest in the Partnership, of which the Issuer is the general partner, issued as compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted into a common unit of limited partnership interest in the Partnership (a "Common Unit"). Each Common Unit acquired upon conversion of a LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.
- F7None.