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^*

SIMON HERBERT

(Last)

(First)

(Middle)

225 W. WASHINGTON STREET

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIMON PROPERTY GROUP INC /DE/ [ SPG ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman Emeritus of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2010

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	02/26/2010		P		328,598⁽¹⁾	A	$78.51	1,215,264⁽²⁾⁽³⁾	I	By The Herbert Simon Revocable Trust u/a/d December19, 2008

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. Private purchase from MH Holdings, Inc.

2. Includes 50% of the shares held by MH Holdings, Inc. ("MH"). The reporting person is the trustee of the Herbert Simon Revocable Trust u/a/d December 19, 2008 (the "Trust"), which is the 50% owner of MH and disclaims beneficial ownership except to the extent of his pecuniary interest therein. Also includes 30.94% of the shares held by Melvin Simon & Associates, Inc. ("MSA"). The Trust owns 30.94% of MSA, and the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

3. Includes the following shares received by the Trust during 2009 as stock dividends: 1,833 common shares received on March 18, 2009, 804 common shares received on June 19, 2009, 647 common shares received on September 18, 2009 and 447 common shares received on December 18, 2009. Also includes 30.94% of the shares received by MSA during 2009 as stock dividends, as follows: 30,415 common shares received on March 18, 2009, 10,429 common shares received on June 19, 2009, 8,325 common shares received on September 18, 2009 and 7,403 common shares received on December 18, 2009. Also includes 50% of the shares received by MH during 2009 as stock dividends, as follows: 4,450 common shares received on March 18, 2009, 1,526 common shares received on June 19, 2009, 1,218 common shares received on September 18, 2009 and 1,083 common shares received on December 18, 2009. The Company's quarterly dividends in 2009 were paid in a combination of cash and shares of common stock.

	Herbert Simon, and his attorney-in-fact, Shelly Doran	03/02/2010
	** 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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