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