0000890319-19-000067.txt : 20190403 0000890319-19-000067.hdr.sgml : 20190403 20190403085502 ACCESSION NUMBER: 0000890319-19-000067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190401 FILED AS OF DATE: 20190403 DATE AS OF CHANGE: 20190403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAUBMAN ROBERT S CENTRAL INDEX KEY: 0001066546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11530 FILM NUMBER: 19727573 MAIL ADDRESS: STREET 1: 200 EAST LONG LAKE RD STREET 2: SUITE 300 P O BOX 200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48303-0200 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_155429608671920.xml FORM 4 X0306 4 2019-04-01 0 0000890319 TAUBMAN CENTERS INC TCO 0001066546 TAUBMAN ROBERT S TAUBMAN CENTERS, INC. 200 E. LONG LAKE ROAD, SUITE 300 BLOOMFIELD HILLS MI 48304 1 1 0 0 President, CEO, AND Chair BOD Restricted TRG Profits Units 0.0 2019-04-01 4 C 0 17823 0 D Common Stock 17823.0 0 D Relative TSR Performance-based TRG Profits Units 0.0 2019-04-01 4 C 0 8506 0 D Common Stock 8506.0 0 D NOI Performance-based TRG Profits Units 0.0 2019-04-01 4 C 0 11746 0 D Common Stock 11746.0 0 D Units of Limited Partnership 0.0 2019-04-01 4 C 0 17823 0 A Common Stock 17823.0 18062 D Units of Limited Partnership 0.0 2019-04-01 4 C 0 8506 0 A Common Stock 8506.0 26568 D Units of Limited Partnership 0.0 2019-04-01 4 C 0 11746 0 A Common Stock 11746.0 38314 D Units of Limited Partnership 0.0 Common Stock 0.0 472650 I By limited liability company 1 Units of Limited Partnership 0.0 Common Stock 0.0 1338496 I By limited liability company 2 Units of Limited Partnership 0.0 Common Stock 0.0 22311442 I By limited liability company 3 Units of Limited Partnership 0.0 Common Stock 0.0 5000 I By limited liability company 4 Restricted TRG Profits Units, Relative TSR Performance-based TRG Profits Units, and NOI Performance-based TRG Profits Units (collectively, "Profits Units") converted to units of limited partnership interest in The Taubman Realty Group Limited Partnership (TRG) (Units of Limited Partnership) on April 1, 2019 upon satisfaction of the tax-driven requirements. Under the Company's Continuing Offer to employees covered by the Omnibus Long-Term Incentive Plans and certain other partners in TRG (including Mr. Taubman and certain LLCs of which he is a member), each Unit of Limited Partnership held by an offeree is exchangeable for one share of the Company's common stock. Upon conversion of the Profits Units to Units of Limited Partnership, the holder has the right to purchase one share of the voting Series B Non-Participating Convertible Preferred Stock of Taubman Centers, Inc. (TCO) (Series B Preferred Stock) for each Unit of Limited Partnership held. The reporting person purchased the same amount of Series B Preferred Stock upon conversion. To avoid duplication, excludes the same number of Series B Preferred Stock held by such persons, which under specified circumstances can be converted into common stock of TCO at a ratio of one share of common stock for each 14,000 shares of Series B Preferred Stock. Not applicable. 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. A portion of the Units of Limited Partnership are subject to the Continuing Offer referred to in footnote 2 herein. The Units of Limited Partnership are subject to the Cash Tender Agreement, pursuant to which the person has the right to tender to TCO such Units of Limited Partnership, subject to specified conditions, and cause TCO to purchase the tendered interests at a purchase price based on the market price of the common stock of TCO on the trading day immediately prior to the tender date (or, if lower, the market price at the closing of the sale of new shares of common stock of TCO, if TCO elects to pay for the tendered interests from proceeds of an offering of common stock). A majority of the Units of Limited Partnership are subject to the Continuing Offer referred to in footnote 2 herein. /s/ Michael S. Ben, Attorney-in-Fact 2019-04-03