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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SPG-FCM VENTURES, LLC

(Last)

(First)

(Middle)

C/O SIMON PROPERTY GROUP, L.P.

225 WEST WASHINGTON STREET

(Street)

INDIANAPOLIS

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)		Other (specify below)

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)

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)
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		48,935,908.46⁽¹⁾⁽²⁾⁽³⁾	D	⁽³⁾	77,080,908.46⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock, par value $0.01 per share	04/03/2007		J		77,080,908.46⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D	⁽⁷⁾	100⁽⁷⁾	D

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)

Explanation of Responses:

1. The Reporting Person is an indirect subsidiary of Simon Property Group, L.P. (the "Simon Entity") and Farallon Capital Partners L.P., a California limited partnership, Farallon Capital Institutional Partners II, L.P., a California limited partnership, Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership, Tinicum Partners, L.P., a New York limited partnership (collectively, the "Farallon Funds"), and Farallon Special Investment Partners, L.P., a Delaware limited partnership, all of which (with the exception of Farallon Special Investment Partners, L.P.) are also Form 3 or Form 4 reporters of the Issuer.

2. As a result of the relationship to the Reporting Person disclosed in footnote (1), the Simon Entity, the Farallon Funds and Farallon Special Investment Partners, L.P. may be deemed to be beneficial owners of the Issuer's securities held by the Reporting Person. Each of the Farallon Funds, the Farallon Special Investment Partners, L.P. and the Simon Entity disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities representing the proportionate pecuniary interest of each entity.

3. On March 30, 2007, the Reporting Person contributed 48,935,908.46 shares of Issuer's Common Stock ("Shares") to its subsidiary, SPG-FCM Acquisition, Inc. ("Purchaser Sub"), of which it owned 100 shares of common stock, par value $0.01 per share.

4. The amount of securities shown in this row is owned beneficially by the Reporting Person through its majority-owned subsidiary, Purchaser Sub.

5. In separate transactions, on March 30, 2007 and immediately subsequent to the Reporting Person's contribution of Shares to Purchaser Sub, Purchaser Sub acquired 28,145,000 Shares through (a) the Farallon Funds' contribution of 6,145,000 Shares in exchange for their pro rata portion of an aggregate of 8.66275 shares of common stock of Purchaser Sub and (b) the acquisition by Purchaser Sub of 22,000,000 Shares through the exercise of its option granted pursuant to the Short Form Merger Option Agreement, dated as of February 12, 2007, among the Issuer, the Reporting Person and 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 Reporting Person in the principal amount of $25.25 per share less $0.01 per share (or an aggregate principal amount of $555,280,000).

6. Together with transactions disclosed in footnote (5) and the Reporting Person's contribution disclosed in footnote (3), Purchaser Sub acquired an aggregate of 77,080,908.46 Shares.

7. On April 3, 2007, Purchaser Sub merged with and into the Issuer and in connection therewith (a) the 77,080,908.46 Shares held by Purchaser Sub were cancelled, (b) 100 Shares were issued to the Reporting Person in exchange for the 100 shares of Purchaser Sub held by the Reporting Person, and (c) an aggregate of 8.66275 Shares were issued to the Farallon Funds in exchange for the 8.66275 shares of Purchaser Sub held by the Farallon Funds.

	/s/ David Simon, Vice President	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.