SEC Form 4 · accession 0001179110-17-000405
MACERICH CO · MAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward C Coppola
Officer — President · Director
Period of report
Dec 20, 2016
Accepted (ET)
Jan 4, 2017 · 8:16 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,F2,F3,F4 | Dec 20, 2016 | G | 350 | $0.00 | D | 257,274 | 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,F7,F6 | — | Jan 1, 2017 | A | 12,704 | A | — | — | Common Stock | 12,704 | 34,096 | D |
Explanation of responses
- F1This gift was made to two individuals.
- F25,221 shares are also held indirectly by the reporting person through the Company's 401(k) Plan.
- F35,053 shares are also held by Mr. Coppola for his children. The reporting person disclaims beneficial ownership of all shares held by his children and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.
- F439,969 shares are also held by E.C. Coppola Limited Partnership. The reporting person disclaims beneficial ownership of all shares held through this partnership for his wife and children and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.
- F5Represents units of limited partnership interest in The Macerich Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner, issued as long term incentive 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 and time vesting, 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.
- F6LTIP Units vest one-third on December 29, 2017, one-third on December 31, 2018 and one-third on December 31, 2019.
- F7In addition, the reporting person holds the following limited partnership units in the Partnership, which are generally redeemable upon certain circumstances for an equal number of shares of The Macerich Company's common stock: 1,375,492 OP Units held directly by the reporting person and 155,952 OP Units held through a grantor trust for the benefit of his children.