Sec Form 4 Filing - Leopold Simon @ TAUBMAN CENTERS INC - 2020-12-29

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) 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 21,932 D 0 D Common Stock 12/29/2020 D 20 ( 2 ) D 0 I By 401(k) plan

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 $ 0 12/29/2020 D 18,399 ( 3 ) ( 3 ) Common Stock 18,399 ( 3 ) 0 D Series B Preferred Stock $ 0 12/29/2020 D 21,967 ( 4 ) ( 4 ) Common Stock 21,967 ( 4 ) 0 D Relative TSR Performance-based TRG Profits Units $ 0 12/29/2020 A 5,747 ( 5 ) ( 5 ) Common Stock 5,747 ( 5 ) 5,747 D NOI Performance-based TRG Profits Units $ 0 12/29/2020 A 5,747 ( 5 ) ( 5 ) Common Stock 5,747 ( 5 ) 5,747 D Restricted TRG Profits Units $ 0 12/29/2020 D 335 ( 6 ) ( 6 ) Common Stock 335 ( 6 ) 7,819 D Restricted TRG Profits Units $ 0 12/29/2020 C 7,819 ( 7 ) ( 7 ) Common Stock 7,819 ( 7 ) 0 D Relative TSR Performance-based TRG Profits Units $ 0 12/29/2020 C 5,747 ( 7 ) ( 7 ) Common Stock 5,747 ( 7 ) 0 D NOI Performance-based TRG Profits Units $ 0 12/29/2020 C 5,747 ( 7 ) ( 7 ) Common Stock 5,747 ( 7 ) 0 D Units of Limited Partnership $ 0 12/29/2020 C 7,819 ( 7 ) ( 8 ) Common Stock 7,819 ( 7 ) 29,786 D Units of Limited Partnership $ 0 12/29/2020 C 5,747 ( 7 ) ( 8 ) Common Stock 5,747 ( 7 ) 35,533 D Units of Limited Partnership $ 0 12/29/2020 C 5,747 ( 7 ) ( 8 ) Common Stock 5,747 ( 7 ) 41,280 D Units of Limited Partnership $ 0 12/29/2020 D 41,280 ( 9 ) ( 8 ) Common Stock 41,280 ( 9 ) 0 D

Reporti ng 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 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 )Represents shares of the Taubman's common stock on an as-converted basis held through a stock fund of Taubman's 401(k) plan. ( 3 )Each restricted stock unit (RSU) represents a contingent right to receive upon vesting one share of Taubman 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. Pursuant to the Merger Agreement, at the effective time of the mergers, each unvested RSU and corresponding dividend equivalent right was converted into a cash substitute award to be paid on the same vesting schedule that applied to the original RSU award. ( 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, Restricted TRG Profits Units, Relative TSR Performance-based TRG Profits Units, and NOI Performance-based TRG Profits Units (Profits Units) which by their terms were eligible to become vested were automatically vested (with any performance-based vesting based on the greater of the average of actual performance achievement, as of the closing of the mergers, of the two performance metrics applicable to such grant, and target performance). As of the closing date of the mergers, vesting was based on target performance as it was greater. The tax-driven requirements for conversion were previously satisfied. ( 6 )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) upon vesting and the satisfaction of certain tax-driven requirements. A portion of the initial Restricted TRG Profits Units award represented estimated cash distributions to be paid during the vesting period. Pursuant to the Merger Agreement, the Restricted TRG Profits Units automatically vested as of the effective time of the merger, 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. ( 7 )Pursuant to the Merger Agreement, at the effective time of the mergers, vested Profits Units converted to units of limited partnership interest in TRG (Units of Limited Partnership). ( 8 )Not applicable. ( 9 )Pursuant to the Merger Agreement, at the effective time of the mergers, Units of Limited Partnership were converted, at the election of the holder, into (i) the Common Stock Merger Consideration or (ii) 0.5703 limited partnership units in Simon Property Group, L.P., a Delaware limited partnership. The reporting person elected to receive limited partnership units in Simon Property Group, L.P.

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