Statement of Changes in Beneficial Ownership (4)
31 Décembre 2020 - 4:25PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
TAUBMAN ROBERT S |
2. Issuer Name and Ticker or Trading Symbol
TAUBMAN CENTERS INC
[
TCO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, CEO, AND Chair BOD |
(Last)
(First)
(Middle)
TAUBMAN CENTERS, INC., 200 E. LONG LAKE ROAD, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/29/2020 |
(Street)
BLOOMFIELD HILLS, MI 48304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/29/2020 | | D | | 267395 | D | (1) | 0 | I | By trust 1 |
Common Stock | 12/29/2020 | | D | | 42880 | D | (1) | 0 | I | By trust 2 (2) |
Common Stock | 12/29/2020 | | D | | 100 | D | (1) | 0 | I | By trust 3 (2) |
Common Stock | 12/29/2020 | | D | | 265246 | D | (1) | 0 | I | By limited liability company 1 |
Common Stock | 12/29/2020 | | D | | 711504 | D | (1) | 0 | I | By limited liability company 2 (3) |
Common Stock | 12/29/2020 | | D | | 186837 | D | (1) | 0 | I | By limited liability company 3 (3) |
Common Stock | 12/29/2020 | | D | | 8245 | D | (1) | 0 | I | As UTMA custodian for son 1 (4) |
Common Stock | 12/29/2020 | | D | | 8245 | D | (1) | 0 | I | As UTMA custodian for son 2 (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Series B Preferred Stock | $0.0 | 12/29/2020 | | D | | | 38314 | (5) | (5) | Common Stock | 38314.0 | (5) | 0 | I | By trust 1 |
Series B Preferred Stock | $0.0 | 12/29/2020 | | D | | | 1338496 | (5) | (5) | Common Stock | 1338496.0 | (5) | 0 | I | By limited liability company 2 (3) |
Series B Preferred Stock | $0.0 | 12/29/2020 | | D | | | 22311442 | (5) | (5) | Common Stock | 22311442.0 | (5) | 0 | I | By limited liability company 3 (3) |
Series B Preferred Stock | $0.0 | 12/29/2020 | | D | | | 5000 | (5) | (5) | Common Stock | 5000.0 | (5) | 0 | I | By limited liability company 4 (3) |
Series B Preferred Stock | $0.0 | 12/29/2020 | | D | | | 472650 | (5) | (5) | Common Stock | 472650.0 | (5) | 0 | I | By limited liability company 5 (3) |
Units of Limited Partnership | $0.0 | 12/29/2020 | | D | | | 7299880 | (6) | (6) | Common Stock | 7299880.0 | (6) | 15011562 | I | By limited liability company 3 (3) |
Units of Limited Partnership | $0.0 | 12/29/2020 | | C | | | 15011562 | (7) | (7) | Common Stock | 15011562.0 | (7) | 0 | I | By limited liability company 3 (3) |
Units of Limited Partnership | $0.0 | 12/29/2020 | | C | | | 1338496 | (7) | (7) | Common Stock | 1338496.0 | (7) | 0 | I | By limited liability company 2 (3) |
Units of Limited Partnership | $0.0 | 12/29/2020 | | C | | | 38314 | (7) | (7) | Common Stock | 38314.0 | (7) | 0 | I | By trust 1 |
Units of Limited Partnership | $0.0 | 12/29/2020 | | C | | | 5000 | (7) | (7) | Common Stock | 5000.0 | (7) | 0 | I | By limited liability company 4 (3) |
Units of Limited Partnership | $0.0 | 12/29/2020 | | C | | | 472650 | (7) | (7) | Common Stock | 472650.0 | (7) | 0 | I | By limited liability company 5 (3) |
Limited Liability Company Interests | $0.0 | 12/29/2020 | | C | | 15011562 | | (7) | (7) | Common Stock | 15011562.0 | (7) | 15011562 | I | By limited liability company 3 (3) |
Limited Liability Company Interests | $0.0 | 12/29/2020 | | C | | 1338496 | | (7) | (7) | Common Stock | 1338496.0 | (7) | 1338496 | I | By limited liability company 2 (3) |
Limited Liability Company Interests | $0.0 | 12/29/2020 | | C | | 38314 | | (7) | (7) | Common Stock | 38314.0 | (7) | 38314 | I | By trust 1 |
Limited Liability Company Interests | $0.0 | 12/29/2020 | | C | | 5000 | | (7) | (7) | Common Stock | 5000.0 | (7) | 5000 | I | By limited liability company 4 (3) |
Limited Liability Company Interests | $0.0 | 12/29/2020 | | C | | 472650 | | (7) | (7) | Common Stock | 472650.0 | (7) | 472650 | 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) | Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by the UTMA accounts for the benefit of his children. |
(5) | 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. |
(6) | 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. |
(7) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TAUBMAN ROBERT S TAUBMAN CENTERS, INC. 200 E. LONG LAKE ROAD, SUITE 300 BLOOMFIELD HILLS, MI 48304 | X |
| President, CEO, AND Chair BOD |
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Signatures
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/s/ Michael S. Ben, Attorney-in-Fact | | 12/31/2020 |
**Signature of Reporting Person | Date |
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