0000890319-20-000077.txt : 20200603 0000890319-20-000077.hdr.sgml : 20200603 20200603155926 ACCESSION NUMBER: 0000890319-20-000077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200601 FILED AS OF DATE: 20200603 DATE AS OF CHANGE: 20200603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fields Janice L CENTRAL INDEX KEY: 0001432681 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11530 FILM NUMBER: 20939916 MAIL ADDRESS: STREET 1: 800 NORTH LINDBERGH BLVD. CITY: ST. LOUIS STATE: MO ZIP: 63167 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_159121434825950.xml FORM 4 X0306 4 2020-06-01 0 0000890319 TAUBMAN CENTERS INC TCO 0001432681 Fields Janice L C/O TAUBMAN CENTERS, INC. 200 E. LONG LAKE ROAD, SUITE 300 BLOOMFIELD HILLS MI 48304 1 0 0 0 Common Stock 2020-06-01 4 A 0 3928 0 A 11280 D Under The Taubman Centers, Inc. (the Company) Non-Employee Directors' Deferred Compensation Plan, each non-employee director may defer the receipt of all or a portion of his or her annual cash and equity retainers until the earlier of the termination of such director's service on the Company's Board of Directors and upon a change of control. Such deferred compensation is denominated in restricted stock units. The number of restricted stock units received for the quarterly installment of the annual cash retainer equals the deferred cash retainer fee divided by the fair market value of the Company's common stock on the business day immediately before the date the director would otherwise have been entitled to receive the retainer fee. The number of restricted stock units received for the annual equity retainer equals the deferred equity retainer fee divided by the average closing price of the Company's common stock during the month preceding the grant date. The shares referred to above represent the annual equity retainer for June 1, 2020 through May 31, 2021 and the quarterly installment of the annual cash retainer for three months beginning June 1, 2020, which have been deferred in full, and would have otherwise been payable under The Taubman Company LLC 2018 Omnibus Long-Term Incentive Plan. The restricted stock units represent the right to receive equivalent shares of common stock at the end of the deferral period, and each director's account is 100% vested at all times. Therefore, the reporting person has elected to report the deferral as shares of common stock received on the grant date. If a non-employee director's service terminates for any reason, other than death or disability or a termination within three months of a change in control of the Company, such director will forfeit a pro rata portion (based on the number of months served) of the most recent annual equity retainer, including any equity grant that has been deferred in accordance with the Non-Employee Directors' Deferred Compensation Plan. If a director's service terminates due to death, disability or within three months of a change in control of the Company, none of the most recent annual equity retainer will be forfeited. /s/ Michael S. Ben, Attorney-in-Fact 2020-06-03