CBL & Associates Properties (CBL) Form 4 Change in insider ownership

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

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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^*

CBL & ASSOCIATES INC

(Last) (First) (Middle)

2030 HAMILTON PLACE BLVD., SUITE 500

(Street)

CHATTANOOGA TN 374216000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CBL & ASSOCIATES PROPERTIES INC [ CBL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2020		C		208,675	A	$0(1)	208,675	I(2)(3)(4)(5)(6)	By Partnerships
Common Stock								16,555,808.764	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(7)	07/31/2020		C			208,675	(8)	11/03/2043	Common Stock	208,675	(1)	0	I(2)(3)(4)(5)(6)	By Partnerships

Explanation of Responses:

1. The Reporting Person redeemed units of limited partnership interest ("Units") of CBL Associates Limited Partnership, of which a wholly owned subsidiary of the issuer is the general partner. Units are redeemable for an equal number of shares of the issuer's Common Stock or, at the election of the issuer, cash equal to the fair market value of such shares. The issuer elected to redeem reporting person's Units with Common Stock.

2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

3. Includes 50,425 Common Units exchanged for Common Stock owned directly by Warehouse Partnership, a general partnership controlled by the Reporting Person.

4. Includes 58,203 Common Units exchanged for Common Stock owned directly by CBL Employees Partnership/Conway, a general partnership controlled by the Reporting Person.

5. Includes 7,254 Common Units exchanged for Common Stock owned directly by Girvin Road Partnership, a general partnership controlled by the Reporting Person.

6. Includes 92,793 Common Units exchanged for Common Stock owned directly by Foothills Plaza Partnership, a general partnership controlled by the Reporting Person.

7. The Common Units are exercisable on a 1 to 1 ratio with no exercise price.

8. Immediately exercisable.

	/s/ CBL & Associates, Inc. by: Charles B. Lebovitz, Chairman	08/04/2020
	** 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).
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