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^*

TAUBMAN WILLIAM S

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2015

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	03/02/2015		M		8,186	A	$0	36,812	D
Common Stock	03/02/2015		F		3,365	D	$72.34	33,447	D
Common Stock	03/02/2015		P		3,365	A	$73.16⁽¹⁾	36,812	D
Common Stock								17,961	I	As UTMA custodian for son⁽²⁾
Common Stock								17,226	I	As UTMA custodian for daughter⁽²⁾
Common Stock								186,837	I	By limited liability company⁽³⁾
Common Stock								941,588	I	By limited liability company⁽³⁾

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⁽⁴⁾⁽⁵⁾	$0.0	03/02/2015		M			8,186	⁽⁶⁾	⁽⁶⁾	Common Stock	8,186	$0	0	D
Units of Limited Partnership⁽⁷⁾⁽⁸⁾	$0.0	12/02/2014		J	V	15,460		⁽⁷⁾	⁽⁷⁾	Common Stock	15,460	$0	21,385	D
Units of Limited Partnership⁽⁷⁾⁽⁸⁾	$0.0	12/02/2014		J	V		445,000	⁽⁷⁾	⁽⁷⁾	Common Stock	445,000	$0	5,000	I	By limited liability company⁽⁹⁾
Units of Limited Partnership⁽⁷⁾	$0.0							⁽⁷⁾	⁽⁷⁾	Common Stock	0.0		1,338,496	I	By limited liability company⁽⁹⁾
Units of Limited Partnership⁽⁷⁾	$0.0							⁽⁷⁾	⁽⁷⁾	Common Stock	0.0		22,311,442	I	By limited liability company⁽⁹⁾

Explanation of Responses:

1. This price represents the weighted average price of the multiple transactions reported on this line. The shares were acquired at prices ranging from $73.11 to $73.19 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide full information regarding the number of shares acquired at each separate price.

2. Mr. Taubman disclaims all beneficial interest in the shares of common stock owned in the UTMA accounts for the benefit of his children.

3. Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.

4. Restricted stock units were granted to the reporting person pursuant to the Taubman 2008 Omnibus Long-term Incentive Plan. Each restricted stock unit represents a contingent right to receive upon vesting one share of the Company's common stock.

5. Amount includes additional units granted as part of a grant modification completed in December 2014 in connection with a special dividend.

6. The restricted stock units vested on March 1, 2015.

7. Units of Limited Partnership in The Taubman Realty Group Limited Partnership may be exchanged for shares of common stock of Taubman Centers, Inc. on a one-for-one basis under the Continuing Offer (which is available to specified partners, including Mr. Taubman). To avoid duplication, excludes the same number of Series B Preferred Stock of Taubman Centers, Inc. held by such persons, which under specified circumstances can be converted into common stock of Taubman Centers, Inc. at a ratio of one share of common stock for each 14,000 shares of Series B Preferred Stock. The distribution on December 2, 2014 also included a pro rata distribution of the same amount of Series B Preferred Stock.

8. Represents a pro rata distribution from the limited liability company to its members based on pecuniary interest.

9. Mr. Taubman disclaims all beneficial interest in the shares of Series B Preferred Stock and units of limited partnership interest owned by such limited liability company beyond his pecuniary interest therein.

Remarks:

	/s/ Michael S. Ben, Attorney-in-Fact	03/04/2015
	** 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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