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^*

Leopold Simon

(Last)

(First)

(Middle)

TAUBMAN CENTERS, INC.

200 E. LONG LAKE ROAD, SUITE 300

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TAUBMAN CENTERS INC [ TCO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020

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	12/29/2020		D		21,932	D	⁽¹⁾	0	D
Common Stock	12/29/2020		D		20⁽²⁾	D	⁽¹⁾	0	I	By 401(k) plan

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)
Restricted Stock Units	$0.0	12/29/2020		D			18,399	⁽³⁾	⁽³⁾	Common Stock	18,399	⁽³⁾	0	D
Series B Preferred Stock	$0.0	12/29/2020		D			21,967	⁽⁴⁾	⁽⁴⁾	Common Stock	21,967	⁽⁴⁾	0	D
Relative TSR Performance-based TRG Profits Units	$0.0	12/29/2020		A		5,747		⁽⁵⁾	⁽⁵⁾	Common Stock	5,747	⁽⁵⁾	5,747	D
NOI Performance-based TRG Profits Units	$0.0	12/29/2020		A		5,747		⁽⁵⁾	⁽⁵⁾	Common Stock	5,747	⁽⁵⁾	5,747	D
Restricted TRG Profits Units	$0.0	12/29/2020		D			335	⁽⁶⁾	⁽⁶⁾	Common Stock	335	⁽⁶⁾	7,819	D
Restricted TRG Profits Units	$0.0	12/29/2020		C			7,819	⁽⁷⁾	⁽⁷⁾	Common Stock	7,819	⁽⁷⁾	0	D
Relative TSR Performance-based TRG Profits Units	$0.0	12/29/2020		C			5,747	⁽⁷⁾	⁽⁷⁾	Common Stock	5,747	⁽⁷⁾	0	D
NOI Performance-based TRG Profits Units	$0.0	12/29/2020		C			5,747	⁽⁷⁾	⁽⁷⁾	Common Stock	5,747	⁽⁷⁾	0	D
Units of Limited Partnership	$0.0	12/29/2020		C		7,819		⁽⁷⁾	⁽⁸⁾	Common Stock	7,819	⁽⁷⁾	29,786	D
Units of Limited Partnership	$0.0	12/29/2020		C		5,747		⁽⁷⁾	⁽⁸⁾	Common Stock	5,747	⁽⁷⁾	35,533	D
Units of Limited Partnership	$0.0	12/29/2020		C		5,747		⁽⁷⁾	⁽⁸⁾	Common Stock	5,747	⁽⁷⁾	41,280	D
Units of Limited Partnership	$0.0	12/29/2020		D			41,280	⁽⁹⁾	⁽⁸⁾	Common Stock	41,280	⁽⁹⁾	0	D

Explanation of Responses:

1. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020, by and among Taubman Centers, Inc. (Taubman), Simon Property Group, Inc. (Simon), and certain other parties thereto (the Merger Agreement), at the effective time of the mergers, each outstanding share of common stock of Taubman was cancelled and converted into the right to receive $43.00 in cash (the Common Stock Merger Consideration).

2. Represents shares of the Taubman's common stock on an as-converted basis held through a stock fund of Taubman's 401(k) plan.

3. Each restricted stock unit (RSU) represents a contingent right to receive upon vesting one share of Taubman common stock and an amount equal to the cash value of the dividends that would have been paid to the reporting person if one share of common stock had been issued on the grant date for each RSU granted to the reporting person under this award. Pursuant to the Merger Agreement, at the effective time of the mergers, each unvested RSU and corresponding dividend equivalent right was converted into a cash substitute award to be paid on the same vesting schedule that applied to the original RSU award.

4. Pursuant to the Merger Agreement, at the effective time of the mergers, each share of Series B Non-Participating Convertible Preferred Stock was converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000.

5. Pursuant to the Merger Agreement, Restricted TRG Profits Units, Relative TSR Performance-based TRG Profits Units, and NOI Performance-based TRG Profits Units (Profits Units) which by their terms were eligible to become vested were automatically vested (with any performance-based vesting based on the greater of the average of actual performance achievement, as of the closing of the mergers, of the two performance metrics applicable to such grant, and target performance). As of the closing date of the mergers, vesting was based on target performance as it was greater. The tax-driven requirements for conversion were previously satisfied.

6. Each Restricted TRG Profits Unit represents a contingent right to receive one unit of limited partnership interest in The Taubman Realty Group Limited Partnership (TRG) upon vesting and the satisfaction of certain tax-driven requirements. A portion of the initial Restricted TRG Profits Units award represented estimated cash distributions to be paid during the vesting period. Pursuant to the Merger Agreement, the Restricted TRG Profits Units automatically vested as of the effective time of the merger, and the adjustment shown reflects the reduction in Restricted TRG Profits Units outstanding as a result of the actual cash distributions made during the vesting period.

7. Pursuant to the Merger Agreement, at the effective time of the mergers, vested Profits Units converted to units of limited partnership interest in TRG (Units of Limited Partnership).

8. Not applicable.

9. Pursuant to the Merger Agreement, at the effective time of the mergers, Units of Limited Partnership were converted, at the election of the holder, into (i) the Common Stock Merger Consideration or (ii) 0.5703 limited partnership units in Simon Property Group, L.P., a Delaware limited partnership. The reporting person elected to receive limited partnership units in Simon Property Group, L.P.

Remarks:

	/s/ Michael S. Ben, Attorney-in-Fact	12/31/2020
	** 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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