William S Taubman Form 4 TAUBMAN CENTERS / WILLIAM S TAUBMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TAUBMAN WILLIAM S

(Last)

(First)

(Middle)

TAUBMAN CENTERS, INC.

200 E. LONG LAKE ROAD, SUITE 300

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TAUBMAN CENTERS INC [ TCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2020		D		43,032	D	⁽¹⁾	0	I	By trust 1
Common Stock	12/29/2020		D		100	D	⁽¹⁾	0	I	By trust 2⁽²⁾
Common Stock	12/29/2020		D		203,588	D	⁽¹⁾	0	I	By limited liability company 1
Common Stock	12/29/2020		D		711,504	D	⁽¹⁾	0	I	By limited liability company 2⁽³⁾
Common Stock	12/29/2020		D		186,837	D	⁽¹⁾	0	I	By limited liability company 3⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	$0.0	12/29/2020		D			25,036	⁽⁴⁾	⁽⁴⁾	Common Stock	25,036	⁽⁴⁾	0	I	By trust 1
Series B Preferred Stock	$0.0	12/29/2020		D			1,338,496	⁽⁴⁾	⁽⁴⁾	Common Stock	1,338,496	⁽⁴⁾	0	I	By limited liability company 2⁽³⁾
Series B Preferred Stock	$0.0	12/29/2020		D			22,311,442	⁽⁴⁾	⁽⁴⁾	Common Stock	22,311,442	⁽⁴⁾	0	I	By limited liability company 3⁽³⁾
Series B Preferred Stock	$0.0	12/29/2020		D			5,000	⁽⁴⁾	⁽⁴⁾	Common Stock	5,000	⁽⁴⁾	0	I	By limited liability company 4⁽³⁾
Series B Preferred Stock	$0.0	12/29/2020		D			472,650	⁽⁴⁾	⁽⁴⁾	Common Stock	472,650	⁽⁴⁾	0	I	By limited liability company 5⁽³⁾
Units of Limited Partnership	$0.0	12/29/2020		D			7,299,880	⁽⁵⁾	⁽⁵⁾	Common Stock	7,299,880	⁽⁵⁾	15,011,562	I	By limited liability company 3⁽³⁾
Units of Limited Partnership	$0.0	12/29/2020		C			15,011,562	⁽⁶⁾	⁽⁶⁾	Common Stock	15,011,562	⁽⁶⁾	0	I	By limited liability company 3⁽³⁾
Units of Limited Partnership	$0.0	12/29/2020		C			1,338,496	⁽⁶⁾	⁽⁶⁾	Common Stock	1,338,496	⁽⁶⁾	0	I	By limited liability company 2⁽³⁾
Units of Limited Partnership	$0.0	12/29/2020		C			25,036	⁽⁶⁾	⁽⁶⁾	Common Stock	25,036	⁽⁶⁾	0	I	By trust 1
Units of Limited Partnership	$0.0	12/29/2020		C			5,000	⁽⁶⁾	⁽⁶⁾	Common Stock	5,000	⁽⁶⁾	0	I	By limited liability company 4⁽³⁾
Units of Limited Partnership	$0.0	12/29/2020		C			472,650	⁽⁶⁾	⁽⁶⁾	Common Stock	472,650	⁽⁶⁾	0	I	By limited liability company 5⁽³⁾
Limited Liability Company Interests	$0.0	12/29/2020		C		15,011,562		⁽⁶⁾	⁽⁶⁾	Common Stock	15,011,562	⁽⁶⁾	15,011,562	I	By limited liability company 3⁽³⁾
Limited Liability Company Interests	$0.0	12/29/2020		C		1,338,496		⁽⁶⁾	⁽⁶⁾	Common Stock	1,338,496	⁽⁶⁾	1,338,496	I	By limited liability company 2⁽³⁾
Limited Liability Company Interests	$0.0	12/29/2020		C		25,036		⁽⁶⁾	⁽⁶⁾	Common Stock	25,036	⁽⁶⁾	25,036	I	By trust 1
Limited Liability Company Interests	$0.0	12/29/2020		C		5,000		⁽⁶⁾	⁽⁶⁾	Common Stock	5,000	⁽⁶⁾	5,000	I	By limited liability company 4⁽³⁾
Limited Liability Company Interests	$0.0	12/29/2020		C		472,650		⁽⁶⁾	⁽⁶⁾	Common Stock	472,650	⁽⁶⁾	472,650	I	By limited liability company 5⁽³⁾

Explanation of Responses:

1. 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).

2. Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such trust beyond his pecuniary interest therein.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ Michael S. Ben, Attorney-in-Fact	12/31/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

William S Taubman Form 4TAUBMAN CENTERS / WILLIAM S TAUBMAN ownership change