MGN America Form 3 REGENCY CENTERS / FIRST GENERATION LL GAZIT ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

KATZMAN CHAIM

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2017

3. Issuer Name and Ticker or Trading Symbol
REGENCY CENTERS CORP [ REG ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	160,831(1)(2)	D(3)
Common Stock	243,605(1)(2)	I	By MGN (USA) Inc.(4)
Common Stock	2,424,085(1)(2)	I	By Ficus, Inc.(5)
Common Stock	4,001,943(1)(2)	I	By Silver Maple (2001), Inc.(6)
Common Stock	2,596,613(1)(2)	I	By MGN America, LLC(7)
Common Stock	4,865,540(1)(2)	I	By Gazit First Generation, LLC(8)
Common Stock	2,432,869(1)(2)	I	By MGN (USA) 2016, LLC(9)
Common Stock	5,769,967(1)(2)	I	By MGN America 2016, LLC(10)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

KATZMAN CHAIM

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAZIT 1995 INC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DR

(Street)

MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MGN USA INC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DR

(Street)

MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gazit-Globe Ltd

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAZIT FIRST GENERATION LL

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MGN America, LLC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SILVER MAPLE (2001) INC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FICUS INC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAZIT AMERICA INC

(Last) (First) (Middle)

303-109 ATLANTIC AVENUE

(Street)

TORONTO A6 M6K1X4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MGN (USA) 2016, LLC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

Explanation of Responses:

1. Shares acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 14, 2016, by and among the Issuer and Equity One, Inc. ("Equity One"), pursuant to which Equity One merged with and into the Issuer with Issuer surviving the merger (the "Merger").

2. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Equity One common stock, par value $0.01 per share, held by the reporting person was converted into the right to receive 0.45 shares of the Issuer's common stock, par value $0.01.

3. Shares held directly by Mr. Katzman.

4. Shares held directly by MGN (USA) Inc. ("MGN USA"). MGN USA is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). MGN USA is a wholly-owned subsidiary of Gazit-Globe Ltd. ("Gazit-Globe"). Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

5. Shares owned directly by Ficus Inc. ("Ficus"). Ficus is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Ficus is a wholly-owned subsidiary of Gazit America Inc., a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

6. Shares owned directly by Silver Maple (2001) Inc. ("Silver Maple"). Silver Maple is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Silver Maple is a wholly-owned subsidiary of Gazit America Inc., a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

7. Shares owned directly by MGN America, LLC ("MGN America"). MGN America is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN America is also wholly-owned by MGN USA and Gazit 1995, Inc. ("1995"), wholly-owned subsidiaries of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

8. Shares owned directly by Gazit First Generation, LLC ("First Generation"). First Generation is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. First Generation is a wholly owned subsidiary of 1995, a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

9. Shares held directly by MGN (USA) 2016, LLC ("MGN USA 2016"). MGN USA 2016 is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN USA 2016 is a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

10. Shares owned directly by MGN America 2016, LLC ("MGN America 2016"). MGN America 2016 is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN America 2016 is also wholly-owned subsidiary of MGN America, which is wholly-owned by MGN USA and 1995, wholly-owned subsidiaries of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

Remarks:

On the basis of the relationship between each of Mr. Katzman and Gazit-Globe, Gazit-Globe and its controlled direct and indirect subsidiaries may be directors of the issuer by deputization for the purposes of Section 16 of the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, MGN America 2016, LLC has filed a separate Form 3.

	/s/ Chaim Katzman by Michael B. Kirwan, as Attorney-in-Fact	03/06/2017
	** Signature of Reporting Person	Date
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