0000890319-20-000046.txt : 20200402 0000890319-20-000046.hdr.sgml : 20200402 20200402155219 ACCESSION NUMBER: 0000890319-20-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200401 FILED AS OF DATE: 20200402 DATE AS OF CHANGE: 20200402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMBLER MICHAEL J CENTRAL INDEX KEY: 0001209170 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11530 FILM NUMBER: 20768813 MAIL ADDRESS: STREET 1: C/O NMI HOLDINGS, INC. STREET 2: 2100 POWELL STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TAUBMAN CENTERS INC CENTRAL INDEX KEY: 0000890319 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382033632 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2324 BUSINESS PHONE: 2482586800 MAIL ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2324 4 1 wf-form4_158585712218234.xml FORM 4 X0306 4 2020-04-01 0 0000890319 TAUBMAN CENTERS INC TCO 0001209170 EMBLER MICHAEL J C/O TAUBMAN CENTERS, INC. 200 E. LONG LAKE ROAD, SUITE 300 BLOOMFIELD HILLS MI 48304 1 0 0 0 Common Stock 2020-04-01 4 A 0 557 0 A 12036 D Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each non-employee director may defer the receipt of all or a portion of his or her director retainer (cash and stock) until the earlier of the termination of such director's service on the Company's Board of Directors and upon a change of control. Such deferred compensation is denominated in restricted stock units, and the number of restricted stock units received equals the deferred retainer fee divided by the fair market value of the Company's common stock on the business day immediately before the date the director would otherwise have been entitled to receive the retainer fee. Mr. Embler has elected to defer the stock-based portion of his retainer fee in 2020; the shares reflected in the table above are the deferred shares for April and May 2020, and would have otherwise been payable under The Taubman Company LLC 2018 Omnibus Long-Term Incentive Plan. The restricted stock units represent the right to receive equivalent shares of common stock at the end of the deferral period, and each director's account is 100% vested at all times. Therefore, the reporting person has elected to report the deferral as shares of common stock received on the grant date. Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each director's account is credited with dividend equivalents on the deferred restricted stock units when the Company pays cash dividends on its common stock (including special dividends, if any), and such dividend equivalents are denominated in additional restricted stock units based on the fair market value of the Company's common stock on the business day immediately before the record date of the applicable dividend payment. The receipt of such dividends since the last Form 4 filing has been reflected in the column entitled 'amount of securities beneficially owned following reported transaction(s)', but has not been reported as a separate transaction. /s/ Michael S. Ben, Attorney-in-Fact 2020-04-02