Sec Form 4 Filing - TAUBMAN ROBERT S @ TAUBMAN CENTERS INC - 2017-12-13

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 TAUBMAN ROBERT S 2. Issuer Name and Ticker or Trading Symbol TAUBMAN CENTERS INC [ TCO] 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/YY) 12/13/2017 (Street) BLOOMFIELD HILLS, MI48304 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 Common Stock 06/09/2017 G V 20,000 D $ 0 16,953 D Common Stock 06/09/2017 G V 20,000 A $ 0 264,000 I By wife ( 1 ) Common Stock 12/13/2017 M 68,115 A $ 45.9 85,068 D Common Stock 12/13/2017 S 29,690 D $ 62.23 ( 2 ) 55,378 D Common Stock 12/13/2017 S 22,110 D $ 62.89 ( 3 ) 33,268 D Common Stock 12/13/2017 S 6,200 D $ 64.1 ( 4 ) 27,068 D Common Stock 265,246 I By a limited liability company Common Stock 11,405 I As UTMA custodian for daughter ( 1 ) Common Stock 8,245 I As UTMA custodian for son ( 1 ) Common Stock 8,245 I As UTMA custodian for son ( 1 ) Common Stock 186,837 I By limited liability company ( 5 ) Common Stock 711,504 I By limited liability company ( 5 )

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 Incentive Options (right to buy) ( 6 ) $ 45.9 ( 7 ) 12/13/2017 M 68,115 ( 8 ) 02/27/2018 Common Stock 68,115 $ 0 0 D

Reporting Owners 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, MI48304 X President, CEO, AND Chair BOD Signatures /s/ Michael S. Ben, Attorney-in-Fact 12/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by his wife or in the UTMA accounts for the benefit of his children. ( 2 )This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $61.69 to $62.68 per share. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. ( 3 )This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $62.69 to $63.62 per share. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. ( 4 )This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $63.70 to $64.68 per share. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. ( 5 )Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein. ( 6 )Options were granted to the reporting person pursuant to The Taubman Realty Group Limited Partnership ("TRG") 1992 Incentive Option Plan, as amended (the "Plan"). The Company is the Managing General Partner of TRG. Options granted under the Plan are exercisable for units of limited partnership interest in TRG. Under the Company's continuing offer to employees covered by the Plan and certain other partners in TRG, each unit of limited partnership interest in TRG held by an offeree is exchangeable for one share of the Company's common stock. ( 7 )This price reflects a reduction of the per share exercise price by $4.75 as a result of a modification of unexercised stock options completed in December 2014 in connection with a special dividend. ( 8 )The options vested in three equal installments of 22,705 on March 1, 2009, March 1, 2010, and March 1, 2011, respectively.

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