November 21, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance

Capitalized terms have the same meanings as defined in your letter.

You have asked the Division whether Mr. Simon's mandatory reinvestment of the after-tax portion of distributions on unvested LTIP Units and dividends on unvested Shares in Shares may rely on the exemption provided by Rule 16a-11 under the Securities Exchange Act of 1934, in circumstances where the Company maintains a dividend reinvestment plan that satisfies Rule 16a-11's exemptive conditions. The purchases of such Shares on Mr. Simon's behalf will be made on the same day as, and otherwise on terms similar to, purchases made under the dividend reinvestment plan.

Based on the facts presented, the Division is of the view that Rule 16a-11 would be available to exempt the acquisition of Shares by Mr. Simon pursuant to such mandatory reinvestments.

This position is based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/simonpropertygroup112111-16.htm