Sec Form 4 Filing - SIMON DAVID @ SIMON PROPERTY GROUP INC /DE/ - 2018-02-12

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SIMON DAVID 2. Issuer Name and Ticker or Trading Symbol SIMON PROPERTY GROUP INC /DE/ [ SPG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO/Chairman of the Board (Last) (First) (Middle) 225 W. WASHINGTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2018 (Street) INDIANAPOLIS, IN46204 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 CEO LTIP Units ( 1 ) $ 0 ( 1 ) 02/12/2018 A 280,000 ( 2 ) ( 1 ) ( 1 ) Common Stock 280,000 ( 2 ) $ 0.25 1,000,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIMON DAVID 225 W. WASHINGTON STREET INDIANAPOLIS, IN46204 X CEO/Chairman of the Board Signatures /s/ David Simon by his attorney-in-fact, Steven E. Fivel 02/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents long-term incentive performance units ("CEO LTIP Units") of Simon Property Group L.P. (the "Operating Partnership"), of which Simon Property Group, Inc. (the "Company") is the general partner, issued as long-term incentive compensation to the reporting person pursuant to his amended and restated CEO LTIP Unit Award Agreement effective as of December 31, 2013. When earned and vested, each CEO LTIP Unit may be converted into a unit of limited partnership interest (a "Partnership Unit"). Each Partnership Unit may be exchanged for a share of the Company's common stock, or cash, as selected by the Company. ( 2 )On January 1, 2015, the reporting person was awarded a maximum of 280,000 CEO LTIP Units (the "Class C Units"), subject to certain performance conditions. This award was previously reported on a Form 4 filed on January 2, 2015. On February 12, 2018, the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company determined that the extent to which the performance measures for the Class C Units had been achieved during the performance period resulted in 100%, or 280,000 of the Class C LTIP Units becoming earned Class C LTIP Units. The earned Class C LTIP Units will vest on June 30, 2019, subject to a continued service requirement. ( 3 )These 1,000,000 CEO LTIP Units are made up of the 280,000 earned Class C Units as well as (i) 360,000 CEO LTIP Units that were awarded to the reporting person on December 31, 2013, subject to certain performance conditions, and that the Compensation Committee determined on March 1, 2016 were earned in their entirety (the "Class A Units"), and (ii) 360,000 CEO LTIP Units that were awarded to the reporting person on January 1, 2014, subject to certain performance conditions, and that the Compensation Committee determined on February 28, 2017 were earned in their entirety (the "Class B Units"). The earned Class A LTIP Units vested on January 1, 2018. The earned Class B LTIP Units will vest on January 1, 2019, subject to a continued service requirement.

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