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*
CBL & ASSOCIATES INC

(Last) (First) (Middle)
2030 HAMILTON PLACE BLVD., SUITE 500

(Street)
CHATTANOOGA TN 374216000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CBL & ASSOCIATES PROPERTIES INC [ CBL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/24/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 12/24/2012 S 30,000 D $21.05 1,232,105.764 D
Common Stock 12/27/2012 S 41,065 D $20.8 1,191,040.764 D
Common Stock 12/27/2012 S 128,935 D $20.72 1,062,105.764 D
Common Stock 12/28/2012 S 16,000 D $20.91 1,046,105.764 D
Common Stock 12/31/2012 S 11,000 D $21.24 1,035,105.764 D (1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (2) (3) 11/03/2043 Common Stock 15,520,703 15,520,703 D
Common Units (2) (3) 11/03/2043 Common Stock 208,675 208,675 I (4) (5) (6) (7) (8) By Partnerships
Explanation of Responses:
1. Additionally, the Reporting Person owns, directly or indirectly, limited partnership interests in CBL & Associates Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), that, together with the partnership interests of other limited partners in the Operating Partnership which are controlled by the Reporting Person, may be exchanged at any time for an aggregate of 15,729,378 shares of the Issuer's Common Stock (on a one-for-one basis) or cash, at the Issuer's election.
2. The Common Units are exercisable on a 1 to 1 ratio with no exercise price.
3. Immediately exercisable.
4. Includes 58,203 Common Units owned directly by CBL Employees Partnership/Conway, a general partnership controlled by the Reporting Person.
5. Includes 92,793 Common Units owned directly by Foothills Plaza Partnership, a general partnership controlled by the Reporting Person.
6. Includes 7,254 Common Units owned directly by Girvin Road Partnership, a general partnership controlled by the Reporting Person.
7. Includes 50,425 Common Units owned directly by Warehouse Partnership, a general partnership controlled by the Reporting Person.
8. The Reporting Person disclaims beneficial ownership of hte reported securities except to the extent of its pecuniary interest therein.
/s/ CBL & Associates, Inc. by: Charles B. Lebovitz, Chairman 01/15/2013
** 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).
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