Sec Form 4 Filing - Leopold Simon @ TAUBMAN CENTERS INC - 2020-03-11

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 Leopold Simon 2. Issuer Name and Ticker or Trading Symbol TAUBMAN CENTERS INC [ TCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CFO and Treasurer (Last) (First) (Middle) TAUBMAN CENTERS, INC., 200 E. LONG LAKE ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2020 (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

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 TRG Profits Units ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) $ 0 03/11/2020 J( 4 ) 28 ( 3 )( 4 )( 5 ) ( 5 ) Common Stock 28 $ 0 6,745 D Restricted TRG Profits Units ( 1 ) ( 2 ) ( 3 ) ( 5 ) $ 0 03/11/2020 C 6,745 ( 3 )( 5 ) ( 5 ) Common Stock 6,745 $ 0 0 D Units of Limited Partnership ( 3 ) ( 6 ) $ 0 03/11/2020 C( 5 ) 6,745 ( 3 ) ( 7 ) Common Stock 6,745 $ 0 19,707 D Relative TSR Performance-based TRG Profits Units ( 1 ) ( 3 ) ( 8 ) $ 0 03/11/2020 A 2,260 ( 3 )( 8 )( 9 ) ( 9 ) Common Stock 2,260 $ 0 2,260 D Relative TSR Performance-based TRG Profits Units ( 1 ) ( 3 ) ( 9 ) $ 0 03/11/2020 C 2,260 ( 3 )( 9 ) ( 9 ) Common Stock 2,260 $ 0 0 D Units of Limited Partnership ( 3 ) ( 6 ) $ 0 03/11/2020 C( 9 ) 2,260 ( 3 ) ( 7 ) Common Stock 2,260 $ 0 21,967 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Leopold Simon TAUBMAN CENTERS, INC. 200 E. LONG LAKE ROAD, SUITE 300 BLOOMFIELD HILLS, MI48304 EVP, CFO and Treasurer Signatures /s/ Michael S. Ben, Attorney-in-Fact 03/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted TRG Profits Units and Relative TSR Performance-based TRG Profits Units (collectively, "Profits Units") were granted to the reporting person pursuant to The Taubman Company 2008 Omnibus Long-Term Incentive Plan, as amended. ( 2 )Each Restricted TRG Profits Unit represents a contingent right to receive one unit of limited partnership interest in The Taubman Realty Group Limited Partnership (TRG) (Unit of Limited Partnership) upon vesting and the satisfaction of certain tax-driven requirements. ( 3 )Under the Company's Continuing Offer to employees covered by the Omnibus Long-Term Incentive Plans and certain other partners in TRG, each Unit of Limited Partnership held by an offeree is exchangeable for one share of the Company's common stock. Upon conversion of the Profits Units to Units of Limited Partnership, the holder has the right to purchase one share of the voting Series B Non-Participating Convertible Preferred Stock of Taubman Centers, Inc. (TCO) (Series B Preferred Stock) for each Unit of Limited Partnership held. The reporting person purchased the same amount of Series B Preferred Stock upon conversion. ( 4 )A portion of the initial Restricted TRG Profits Units award represented estimated cash distributions to be paid during the vesting period. The Restricted TRG Profits Units vested on March 1, 2020 and the adjustment shown reflects the reduction in Restricted TRG Profits Units outstanding as a result of the actual cash distributions made during the vesting period, which was certified by TCO's Compensation Committee on March 11, 2020. ( 5 )The Restricted TRG Profits Units vested on March 1, 2020 and converted to Units of Limited Partnership upon vesting and certification by TCO's Compensation Committee on March 11, 2020 as the tax-driven requirements for conversion were satisfied previously. ( 6 )To avoid duplication, excludes the same number of Series B Preferred Stock held by such persons, which under specified circumstances can be converted into common stock of TCO at a ratio of one share of common stock for each 14,000 shares of Series B Preferred Stock. ( 7 )Not applicable. ( 8 )Each Relative TSR Performance-based TRG Profits Unit (TSR Profits Unit) represents a contingent right to receive one Unit of Limited Partnership ranging from 0-100% of the TSR Profits Units granted upon vesting, the satisfaction of certain tax-driven requirements, and the satisfaction of certain performance-based requirements based on the achievement of relative total shareholder return (TSR) over a three-year period. ( 9 )The maximum number of TSR Profits Units were issued at grant (300% of the target grant amount), and were subject to a recovery and cancellation of previously granted amounts depending on actual performance against TSR measures over the three-year performance measurement period. A portion of the initial TSR Profits Units award represented estimated cash distributions to be paid during the vesting period. The TSR Profits Units vested on March 1, 2020 with a payout ratio of 17%, which was certified by TCO's Compensation Committee on March 11, 2020 and also reflects the reductions in TSR Profits Units outstanding as a result of the actual cash distributions made during the vesting period. The TSR Profits Units converted to Units of Limited Partnership upon vesting and certification by TCO's Compensation Committee as the tax-driven requirements for conversion were satisfied previously.

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