Sec Form 4 Filing - CBL & ASSOCIATES INC @ CBL & ASSOCIATES PROPERTIES INC - 2012-12-24

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 CBL & ASSOCIATES INC 2. Issuer Name and Ticker or Trading Symbol CBL & ASSOCIATES PROPERTIES INC [ CBL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2030 HAMILTON PLACE BLVD., SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2012 (Street) CHATTANOOGA, TN374216000 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 12/24/2012 S 30,000 D $ 21.05 1,232,105.764 D Common Stock 12/27/2012 S 41,065 D $ 20.8 1,191,040.764 D Common Stock 12/27/2012 S 128,935 D $ 20.72 1,062,105.764 D Common Stock 12/28/2012 S 16,000 D $ 20.91 1,046,105.764 D Common Stock 12/31/2012 S 11,000 D $ 21.24 1,035,105.764 D ( 1 )

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 Am ount 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 Common Units ( 2 ) ( 3 ) 11/03/2043 Common Stock 15,520,703 15,520,703 D Common Units ( 2 ) ( 3 ) 11/03/2043 Common Stock 208,675 208,675 I ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) By Partnerships

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CBL & ASSOCIATES INC 2030 HAMILTON PLACE BLVD., SUITE 500 CHATTANOOGA, TN374216000 X Signatures /s/ CBL & Associates, Inc. by: Charles B. Lebovitz, Chairman 01/15/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Additionally, the Reporting Person owns, directly or indirectly, limited partnership interests in CBL & Associates Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), that, together with the partnership interests of other limited partners in the Operating Partnership which are controlled by the Reporting Person, may be exchanged at any time for an aggregate of 15,729,378 shares of the Issuer's Common Stock (on a one-for-one basis) or cash, at the Issuer's election. ( 2 )The Common Units are exercisable on a 1 to 1 ratio with no exercise price. ( 3 )Immediately exercisable. ( 4 )Includes 58,203 Common Units owned directly by CBL Employees Partnership/Conway, a general partnership controlled by the Reporting Person. ( 5 )Includes 92,793 Common Units owned directly by Foothills Plaza Partnership, a general partnership controlled by the Reporting Person. ( 6 )Includes 7,254 Common Units owned directly by Girvin Road Partnership, a general partnership controlled by the Reporting Person. ( 7 )Includes 50,425 Common Units owned directly by Warehouse Partnership, a general partnership controlled by the Reporting Person. ( 8 )The Reporting Person disclaims beneficial ownership of hte reported securities except to the extent of its pecuniary interest therein.

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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