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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X
 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*
Kieras Stephen J
(Last) (First) (Middle)
TAUBMAN CENTERS, INC.
200 EAST LONG LAKE ROAD, SUITE 300
(Street)
BLOOMFIELD HILLS MI 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, Development of TTC LLC
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2015
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)
Code V Amount (A) or (D) Price
Common Stock 12/17/2015 M 94 A $0 182,442 D
Common Stock 12/17/2015 F 94 D $75.23 182,348 D
Common Stock 11/11/2016 M 196 A $0 182,544 D
Common Stock 11/11/2016 F 196 D $72.27 182,348 D
Common Stock 03/31/2017 M 2,791 A $0 185,139 D
Common Stock 03/31/2017 F 817 D $66.02 184,322 D
Common Stock 03/31/2017 M 5,931 A $0 190,253 D
Common Stock 03/31/2017 F 2,245 D $66.02 188,008 D
Common Stock 03/31/2017 A 2,193(1) A $0 190,201 D
Common Stock 03/31/2017 F 1,014 D $66.02 189,187 D
Common Stock 6,223(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(3) $0.0 12/17/2015 M 94 (4) (4) Common Stock 94 $0 2,791 D
Restricted Stock Units(3) $0.0 11/11/2016 M 196 (4) (4) Common Stock 196 $0 5,931 D
Restricted Stock Units(3) $0.0 03/31/2017 M 2,791 (5) (5) Common Stock 2,791 $0 0 D
Restricted Stock Units(3) $0.0 03/31/2017 M 5,931 (5) (5) Common Stock 5,931 $0 0 D
Explanation of Responses:
1. Performance share units (PSUs) were granted to the reporting person pursuant to the Taubman Company 2008 Omnibus Long Term Incentive Plan (Omnibus Incentive Plan). Each PSU represents a contingent right to receive, upon vesting, shares of the Company's common stock ranging from 0-300% of the PSUs based on the Company's total shareholder return relative to that of a peer group. The PSUs vested on March 31, 2017 with a payout ratio of 76%.
2. Reflects shares of the Company's common stock on an as-converted basis held through a stock fund of the Company's 401(k) plan. Includes 4 shares of the Company's common stock acquired under the 401(k) plan not previously reported.
3. Restricted stock units (RSUs) were granted to the reporting person pursuant to the Omnibus Incentive Plan. Each restricted stock unit represents a contingent right to receive upon vesting one share of the Company's common stock.
4. The RSUs vested on the respective transaction date. For employees that are age 62 and older, the Company is required to submit FICA tax in the year that each grant is given. Mr. Kieras's grants in 2015 and 2016 had RSUs withheld to cover these taxes.
5. The RSUs vested on March 31, 2017 upon Mr. Kieras's retirement.
Remarks:
/s/ Michael S. Ben, Attorney-in-Fact 04/11/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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