SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FARALLON PARTNERS L L C/CA

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MILLS CORP [ MLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	03/30/2007		J		2,789,290	D	⁽¹¹⁾⁽¹³⁾	3.9⁽³⁾	D⁽¹⁾⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	03/30/2007		J		2,636,475	D	⁽¹¹⁾⁽¹³⁾	3.7⁽⁴⁾	D⁽¹⁾⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	03/30/2007		J		373,000	D	⁽¹¹⁾⁽¹³⁾	0.5⁽⁵⁾	D⁽¹⁾⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	03/30/2007		J		134,885	D	⁽¹¹⁾⁽¹³⁾	0.2⁽⁶⁾	D⁽¹⁾⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share	03/30/2007		J		211,350	D	⁽¹¹⁾⁽¹³⁾	0.3⁽⁷⁾	D⁽¹⁾⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share								8.7⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁸⁾⁽¹⁰⁾
Common Stock, par value $0.01 per share								8.7⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁹⁾⁽¹⁰⁾
Common Stock, par value $0.01 per share	03/30/2007		J		28,145,000	A	⁽¹¹⁾⁽¹³⁾	77,080,908.46	I	See Footnotes⁽¹⁾⁽²⁾⁽¹²⁾⁽¹³⁾⁽¹⁵⁾
Common Stock, par value $0.01 per share	04/03/2007		J		77,080,908.46	D	⁽¹⁴⁾	100	D⁽¹⁴⁾⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

FARALLON PARTNERS L L C/CA

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

FARALLON CAPITAL INSTITUTIONAL PARTNERS II LP

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

FARALLON CAPITAL INSTITUTIONAL PARTNERS III LP

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

TINICUM PARTNERS LP FARALLON

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MILLHAM STEPHEN L

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Moment Jason E

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

PATEL RAJIV A

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

STEYER THOMAS F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

WEHRLY MARK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities listed in footnotes (3) and (4) of this Form 4 and Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon and William F. Mellin, each as listed in footnote (9) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4").

2. Although certain of the entities and individuals identified in footnote (1) of this Form 4 above are not reporting persons, information regarding them is included on this Form 4 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 4.

3. 3.93202 shares of the Issuer's securities are owned directly by Farallon Capital Partners, L.P. ("FCP").

4. 3.71632 shares of the Issuer's securities are owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

5. 0.52583 shares of the Issuer's securities are owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").

6. 0.19058 shares of the Issuer's securities are owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").

7. 0.29800 shares of the Issuer's securities are owned directly by Tinicum Partners, L.P. ("Tinicum", and together with FCP, FCIP, FCIP II and FCIP III, the "Farallon Funds").

8. Farallon Partners, L.L.C. ("FPLLC"), as the general partner to each of the Farallon Funds, may be deemed to be the beneficial owner of the aggregate of 8.66275 shares of the Issuer's securities held by the Farallon Funds.

9. An aggregate of 8.66275 shares of the Issuer's securities are owned directly by the Farallon Funds. Each of Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly, as a managing member of FPLLC, and Thomas F. Steyer, Senior Managing Member of FPLLC, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds as reported in this Form 4.

10. FPLLC disclaims any beneficial ownership of any of the securities reported herein by the Farallon Funds for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon Funds. Each of the individuals referred to in footnote (9) of this Form 4 disclaims any beneficial ownership of any of the securities reported herein by the Farallon Funds for purposes of Rule 16a-1(a) under the Act or otherwise.

11. On March 30, 2007, each of the Farallon Funds contributed the amount of securities reported in Column 4 of the applicable row to the Purchaser Sub (as defined below), for an aggregate contribution by the Farallon Funds of 6,145,000 shares of the Issuer's securities (the "Farallon Contribution"). In exchange for the Farallon Contribution, each of the Farallon Funds received its pro rata portion of an aggregate of 8.66275 shares of the Purchaser Sub. On April 3, 2007, pursuant to the Merger (as defined below), each of the Farallon Funds exchanged all of its shares of the Purchaser Sub for an equal number of shares of the Issuer's securities as reported in Column 5 of the applicable row.

12. The amount of securities shown in this row is owned beneficially by SPG-FCM Ventures, LLC (the "Joint Venture") through its wholly-owned (prior to the Farallon Contribution) subsidiary (the "Purchaser Sub"). The Joint Venture is an indirect subsidiary of Simon Property Group, L.P., the Farallon Funds and Farallon Special Investment Partners, L.P., a special purpose vehicle for which FPLLC is the general partner.

13. On March 30, 2007, the Purchaser Sub acquired an aggregate of 77,080,908.46 shares of the Issuer's securities through (a) the contribution by the Joint Venture of 48,935,908.46 shares, (b) the Farallon Contribution of 6,145,000 shares and (c) the acquisition by the Purchaser Sub of 22,000,000 shares through the exercise of its option granted pursuant to the Short Form Merger Option Agreement, dated February 12, 2007, among the Issuer, the Joint Venture and the Purchaser Sub, at a consideration per share equal to $25.25, payable in the form of (i) $0.01 in cash per share and (ii) a promissory note of the Joint Venture in the principal amount of $25.25 per share less $0.01 per share (or an aggregate principal amount of $555,280,000).

14. On April 3, 2007, the Purchaser Sub merged with and into the Issuer (the "Merger") and in connection therewith (a) the 77,080,908.46 shares of the Issuer's securities held by the Purchaser Sub were cancelled, (b) 100 shares of the Issuer's securities were issued to the Joint Venture in exchange for the 100 shares of the Purchaser Sub held by the Joint Venture, and (c) an aggregate of 8.66275 of the Issuer's securities were issued to the Farallon Funds in exchange for the 8.66275 shares of the Purchaser Sub held by the Farallon Funds.

15. Each of the Farallon Funds, FPLLC and the individuals referred to in footnote (9) of this Form 4 may be deemed to be a beneficial owner of the Issuer's securities reported herein by the Joint Venture. Each of the foregoing persons disclaims any beneficial ownership of any of the Issuer's securities reported herein by the Joint Venture for purposes of Rule 16a-1(a) under the Act or otherwise, except as to securities representing the proportionate pecuniary interest in the Joint Venture of each of the Farallon Funds, FPLLC and the individuals referred to in footnote (9) of this Form 4.

	/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (5) through (8).	04/03/2007
	/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Stephen L. Millham, Jason E. Moment, Rajiv A Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly.	04/03/2007
	.	04/03/2007
	.	04/03/2007
	.	04/03/2007
	.	04/03/2007
	.	04/03/2007
	.	04/03/2007
	.	04/03/2007
	.	04/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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