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