0000890319-20-000138.txt : 20201231 0000890319-20-000138.hdr.sgml : 20201231 20201231102424 ACCESSION NUMBER: 0000890319-20-000138 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201229 FILED AS OF DATE: 20201231 DATE AS OF CHANGE: 20201231 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: 201427764 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_160942824836663.xml FORM 4 X0306 4 2020-12-29 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 Common Stock 2020-12-29 4 D 0 267395 D 0 I By trust 1 Common Stock 2020-12-29 4 D 0 42880 D 0 I By trust 2 Common Stock 2020-12-29 4 D 0 100 D 0 I By trust 3 Common Stock 2020-12-29 4 D 0 265246 D 0 I By limited liability company 1 Common Stock 2020-12-29 4 D 0 711504 D 0 I By limited liability company 2 Common Stock 2020-12-29 4 D 0 186837 D 0 I By limited liability company 3 Common Stock 2020-12-29 4 D 0 8245 D 0 I As UTMA custodian for son 1 Common Stock 2020-12-29 4 D 0 8245 D 0 I As UTMA custodian for son 2 Series B Preferred Stock 0.0 2020-12-29 4 D 0 38314 D Common Stock 38314.0 0 I By trust 1 Series B Preferred Stock 0.0 2020-12-29 4 D 0 1338496 D Common Stock 1338496.0 0 I By limited liability company 2 Series B Preferred Stock 0.0 2020-12-29 4 D 0 22311442 D Common Stock 22311442.0 0 I By limited liability company 3 Series B Preferred Stock 0.0 2020-12-29 4 D 0 5000 D Common Stock 5000.0 0 I By limited liability company 4 Series B Preferred Stock 0.0 2020-12-29 4 D 0 472650 D Common Stock 472650.0 0 I By limited liability company 5 Units of Limited Partnership 0.0 2020-12-29 4 D 0 7299880 D Common Stock 7299880.0 15011562 I By limited liability company 3 Units of Limited Partnership 0.0 2020-12-29 4 C 0 15011562 D Common Stock 15011562.0 0 I By limited liability company 3 Units of Limited Partnership 0.0 2020-12-29 4 C 0 1338496 D Common Stock 1338496.0 0 I By limited liability company 2 Units of Limited Partnership 0.0 2020-12-29 4 C 0 38314 D Common Stock 38314.0 0 I By trust 1 Units of Limited Partnership 0.0 2020-12-29 4 C 0 5000 D Common Stock 5000.0 0 I By limited liability company 4 Units of Limited Partnership 0.0 2020-12-29 4 C 0 472650 D Common Stock 472650.0 0 I By limited liability company 5 Limited Liability Company Interests 0.0 2020-12-29 4 C 0 15011562 A Common Stock 15011562.0 15011562 I By limited liability company 3 Limited Liability Company Interests 0.0 2020-12-29 4 C 0 1338496 A Common Stock 1338496.0 1338496 I By limited liability company 2 Limited Liability Company Interests 0.0 2020-12-29 4 C 0 38314 A Common Stock 38314.0 38314 I By trust 1 Limited Liability Company Interests 0.0 2020-12-29 4 C 0 5000 A Common Stock 5000.0 5000 I By limited liability company 4 Limited Liability Company Interests 0.0 2020-12-29 4 C 0 472650 A Common Stock 472650.0 472650 I By limited liability company 5 Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020, by and among Taubman Centers, Inc. (Taubman), Simon Property Group, Inc. (Simon), and certain other parties thereto (the Merger Agreement), at the effective time of the mergers, each outstanding share of common stock of Taubman was cancelled and converted into the right to receive $43.00 in cash (the Common Stock Merger Consideration). Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such trust beyond his pecuniary interest therein. Mr. Taubman disclaims all beneficial interest in the shares of common stock, the shares of Series B Preferred Stock, Units of Limited Partnership interest, and the Limited Liability Company Interests owned by such limited liability company beyond his pecuniary interest therein. Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by the UTMA accounts for the benefit of his children. Pursuant to the Merger Agreement, at the effective time of the mergers, each share of Series B Non-Participating Convertible Preferred Stock was converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000. Pursuant to the Merger Agreement, at the effective time of the mergers, certain Units of Limited Partnership were converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration. Pursuant to the Merger Agreement, the remaining Units of Limited Partnership outstanding following the mergers were automatically converted into limited liability company interests upon the conversion of The Taubman Realty Group Limited Partnership into a Delaware limited liability company. /s/ Michael S. Ben, Attorney-in-Fact 2020-12-31