Sec Form 4 Filing - TAUBMAN ROBERT S @ TAUBMAN CENTERS INC - 2018-03-01

Insider filing report for Changes in Beneficial Ownership
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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)
03/01/2018
(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 03/01/2018 M 14,302 A $ 0 41,370 D
Common Stock 03/01/2018 F 5,097 D $ 59.19 36,273 D
Common Stock 8,245 I As UTMA custodian for son ( 1 )
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 264,000 I By trust ( 2 )
Common Stock 186,837 I By limited liability company ( 3 )
Common Stock 711,504 I By limited liability company ( 3 )
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
Restricted Stock Units ( 4 ) $ 0 03/01/2018 M 14,302 ( 5 ) ( 5 ) Common Stock 14,302 $ 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 03/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Taubman disclaims all beneficial interest in the shares of common stock owned in the UTMA accounts for the benefit of his children.
( 2 )The shares were previously held by Julie Taubman, Mr. Taubman's wife, in a revocable trust of which Mrs. Taubman was the sole trustee. On January 28, 2018, in connection with the administration of Mrs. Taubman's estate, the trust became irrevocable and Mr. Taubman became the sole trustee. The trust is held for the benefit of Mr. Taubman and his children. Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by the trust beyond his pecuniary interest therein.
( 3 )Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such limited liability company beyond his pecuniary interest therein.
( 4 )Restricted stock units (RSU) were granted to the reporting person pursuant to The Taubman Company 2008 Omnibus Long-Term Incentive Plan. Each RSU represents a contingent right to receive upon vesting one share of the Company's common stock and an amount equal to the cash value of the dividends that would have been paid to the reporting person if one share of common stock had been issued on the grant date for each RSU granted to the reporting person under this award.
( 5 )The restricted stock units vested on March 1, 2018.

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* 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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