Sec Form 4 Filing - TAUBMAN WILLIAM S @ TAUBMAN CENTERS INC - 2020-12-29

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
TAUBMAN WILLIAM S
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)
Chief Operating Officer
(Last) (First) (Middle)
TAUBMAN CENTERS, INC., 200 E. LONG LAKE ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2020
(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
Common Stock 12/29/2020 D 43,032 D 0 I By trust 1
Common Stock 12/29/2020 D 100 D 0 I By trust 2 ( 2 )
Common Stock 12/29/2020 D 203,588 D 0 I By limited liability company 1
Common Stock 12/29/2020 D 711,504 D 0 I By limited liability company 2 ( 3 )
Common Stock 12/29/2020 D 186,837 D 0 I By limited liability company 3 ( 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
Series B Preferred Stock $ 0 12/29/2020 D 25,036 ( 4 ) ( 4 ) Common Stock 25,036 ( 4 ) 0 I By trust 1
Series B Preferred Stock $ 0 12/29/2020 D 1,338,496 ( 4 ) ( 4 ) Common Stock 1,338,496 ( 4 ) 0 I By limited liability company 2 ( 3 )
Series B Preferred Stock $ 0 12/29/2020 D 22,311,442 ( 4 ) ( 4 ) Common Stock 22,311,442 ( 4 ) 0 I By limited liability company 3 ( 3 )
Series B Preferred Stock $ 0 12/29/2020 D 5,000 ( 4 ) ( 4 ) Common Stock 5,000 ( 4 ) 0 I By limited liability company 4 ( 3 )
Series B Preferred Stock $ 0 12/29/2020 D 472,650 ( 4 ) ( 4 ) Common Stock 472,650 ( 4 ) 0 I By limited liability company 5 ( 3 )
Units of Limited Partnership $ 0 12/29/2020 D 7,299,880 ( 5 ) ( 5 ) Common Stock 7,299,880 ( 5 ) 15,011,562 I By limited liability company 3 ( 3 )
Units of Limited Partnership $ 0 12/29/2020 C 15,011,562 ( 6 ) ( 6 ) Common Stock 15,011,562 ( 6 ) 0 I By limited liability company 3 ( 3 )
Units of Limited Partnership $ 0 12/29/2020 C 1,338,496 ( 6 ) ( 6 ) Common Stock 1,338,496 ( 6 ) 0 I By limited liability company 2 ( 3 )
Units of Limited Partnership $ 0 12/29/2020 C 25,036 ( 6 ) ( 6 ) Common Stock 25,036 ( 6 ) 0 I By trust 1
Units of Limited Partnership $ 0 12/29/2020 C 5,000 ( 6 ) ( 6 ) Common Stock 5,000 ( 6 ) 0 I By limited liability company 4 ( 3 )
Units of Limited Partnership $ 0 12/29/2020 C 472,650 ( 6 ) ( 6 ) Common Stock 472,650 ( 6 ) 0 I By limited liability company 5 ( 3 )
Limited Liability Company Interests $ 0 12/29/2020 C 15,011,562 ( 6 ) ( 6 ) Common Stock 15,011,562 ( 6 ) 15,011,562 I By limited liability company 3 ( 3 )
Limited Liability Company Interests $ 0 12/29/2020 C 1,338,496 ( 6 ) ( 6 ) Common Stock 1,338,496 ( 6 ) 1,338,496 I By limited liability company 2 ( 3 )
Limited Liability Company Interests $ 0 12/29/2020 C 25,036 ( 6 ) ( 6 ) Common Stock 25,036 ( 6 ) 25,036 I By trust 1
Limited Liability Company Interests $ 0 12/29/2020 C 5,000 ( 6 ) ( 6 ) Common Stock 5,000 ( 6 ) 5,000 I By limited liability company 4 ( 3 )
Limited Liability Company Interests $ 0 12/29/2020 C 472,650 ( 6 ) ( 6 ) Common Stock 472,650 ( 6 ) 472,650 I By limited liability company 5 ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TAUBMAN WILLIAM S
TAUBMAN CENTERS, INC.
200 E. LONG LAKE ROAD, SUITE 300
BLOOMFIELD HILLS, MI48304
Chief Operating Officer
Signatures
/s/ Michael S. Ben, Attorney-in-Fact 12/31/2020
Signature of Reporting Person Date
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 )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.
( 5 )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.
( 6 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.