TAUBMAN ROBERT S 4

4 · TAUBMAN CENTERS INC · Filed Dec 31, 2020

Insider Transaction Report

Form 4

Period: 2020-12-29

TAUBMAN CENTERS INCTCO

TAUBMAN ROBERT S

DirectorPresident, CEO, AND Chair BOD

Transactions

Disposition to Issuer
Common Stock
[F1]
2020-12-29−267,395→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock
[F1][F2]
2020-12-29−42,880→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock
[F1][F2]
2020-12-29−100→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock
[F1]
2020-12-29−265,246→ 0 total(indirect: By limited liability company 1)
Disposition to Issuer
Common Stock
[F1][F3]
2020-12-29−711,504→ 0 total(indirect: By limited liability company 2)
Disposition to Issuer
Common Stock
[F1][F3]
2020-12-29−186,837→ 0 total(indirect: By limited liability company 3)
Disposition to Issuer
Common Stock
[F1][F4]
2020-12-29−8,245→ 0 total(indirect: As UTMA custodian for son 1)
Disposition to Issuer
Common Stock
[F1][F4]
2020-12-29−8,245→ 0 total(indirect: As UTMA custodian for son 2)
Disposition to Issuer
Series B Preferred Stock
[F5]
2020-12-29−38,314→ 0 total(indirect: By Trust)
Exercise: $0.00→ Common Stock (38,314 underlying)
Disposition to Issuer
Series B Preferred Stock
[F5][F3]
2020-12-29−1,338,496→ 0 total(indirect: By limited liability company 2)
Exercise: $0.00→ Common Stock (1,338,496 underlying)
Disposition to Issuer
Series B Preferred Stock
[F5][F3]
2020-12-29−22,311,442→ 0 total(indirect: By limited liability company 3)
Exercise: $0.00→ Common Stock (22,311,442 underlying)
Disposition to Issuer
Series B Preferred Stock
[F5][F3]
2020-12-29−5,000→ 0 total(indirect: By limited liability company 4)
Exercise: $0.00→ Common Stock (5,000 underlying)
Disposition to Issuer
Series B Preferred Stock
[F5][F3]
2020-12-29−472,650→ 0 total(indirect: By limited liability company 5)
Exercise: $0.00→ Common Stock (472,650 underlying)
Disposition to Issuer
Units of Limited Partnership
[F6][F3]
2020-12-29−7,299,880→ 15,011,562 total(indirect: By limited liability company 3)
Exercise: $0.00→ Common Stock (7,299,880 underlying)
Conversion
Units of Limited Partnership
[F7][F3]
2020-12-29−15,011,562→ 0 total(indirect: By limited liability company 3)
Exercise: $0.00→ Common Stock (15,011,562 underlying)
Conversion
Units of Limited Partnership
[F7][F3]
2020-12-29−1,338,496→ 0 total(indirect: By limited liability company 2)
Exercise: $0.00→ Common Stock (1,338,496 underlying)
Conversion
Units of Limited Partnership
[F7]
2020-12-29−38,314→ 0 total(indirect: By Trust)
Exercise: $0.00→ Common Stock (38,314 underlying)
Conversion
Units of Limited Partnership
[F7][F3]
2020-12-29−5,000→ 0 total(indirect: By limited liability company 4)
Exercise: $0.00→ Common Stock (5,000 underlying)
Conversion
Units of Limited Partnership
[F7][F3]
2020-12-29−472,650→ 0 total(indirect: By limited liability company 5)
Exercise: $0.00→ Common Stock (472,650 underlying)
Conversion
Limited Liability Company Interests
[F7][F3]
2020-12-29+15,011,562→ 15,011,562 total(indirect: By limited liability company 3)
Exercise: $0.00→ Common Stock (15,011,562 underlying)
Conversion
Limited Liability Company Interests
[F7][F3]
2020-12-29+1,338,496→ 1,338,496 total(indirect: By limited liability company 2)
Exercise: $0.00→ Common Stock (1,338,496 underlying)
Conversion
Limited Liability Company Interests
[F7]
2020-12-29+38,314→ 38,314 total(indirect: By Trust)
Exercise: $0.00→ Common Stock (38,314 underlying)
Conversion
Limited Liability Company Interests
[F7][F3]
2020-12-29+5,000→ 5,000 total(indirect: By limited liability company 4)
Exercise: $0.00→ Common Stock (5,000 underlying)
Conversion
Limited Liability Company Interests
[F7][F3]
2020-12-29+472,650→ 472,650 total(indirect: By limited liability company 5)
Exercise: $0.00→ Common Stock (472,650 underlying)

Footnotes (7)

[F1]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).
[F2]Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by such trust beyond his pecuniary interest therein.
[F3]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.
[F4]Mr. Taubman disclaims all beneficial interest in the shares of common stock owned by the UTMA accounts for the benefit of his children.
[F5]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.
[F6]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.
[F7]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.

Signature

/s/ Michael S. Ben, Attorney-in-Fact|2020-12-31

Documents

1 file

4
wf-form4_160942824836663.xmlPrimary
FORM 4