Sec Form 4 Filing - Reese Robert R @ TAUBMAN CENTERS INC - 2012-02-14

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
Reese Robert R
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)
Senior VP, Chief Admin Officer
(Last) (First) (Middle)
TAUBMAN CENTERS, INC., 200 E. LONG LAKE ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2012
(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 02/14/2012 M 20,000 A $ 29.38 28,609 D
Common Stock 02/14/2012 M 15,357 A $ 31.31 43,966 D
Common Stock 02/14/2012 S 35,357 D $ 68.3853 ( 1 ) 8,609 D
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) ( 2 ) $ 29.38 02/14/2012 M 20,000 ( 3 ) 03/04/2015 Common Stock 20,000 $ 0 20,000 D
Incentive Options (right to buy) ( 2 ) $ 31.31 02/14/2012 M 13,334 ( 4 ) 05/18/2015 Common Stock 13,334 $ 0 6,666 D
Incentive Options (right to buy) ( 2 ) $ 31.31 02/14/2012 M 2,023 ( 5 ) 05/18/2015 Common Stock 2,023 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reese Robert R
TAUBMAN CENTERS, INC.
200 E. LONG LAKE ROAD, SUITE 300
BLOOMFIELD HILLS, MI48304
Senior VP, Chief Admin Officer
Signatures
/s/ Michael S. Ben, Attorney-in-Fact 02/16/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $68.00 to $68.66 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.
( 2 )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.
( 3 )The first two tranches of options vested on March 4, 2008 and March 4, 2010, respectively. The remaining options vest on March 4, 2012, subject to the satisfaction of certain Company performance criteria.
( 4 )Of this amount, 6,667 options vested on May 18, 2008 and 6,667 options vested on May 18, 2010. The remaining options vest on May 18, 2012, subject to the satisfaction of certain Company performance criteria.
( 5 )Options vested on May 18, 2008.

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).

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