4//SEC Filing
Leopold Simon 4
Accession 0000890319-20-000141
CIK 0000890319other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 10:25 AM ET
Size
33.8 KB
Accession
0000890319-20-000141
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Common Stock
2020-12-29−21,932→ 0 total - Disposition to Issuer
Common Stock
2020-12-29−20→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
2020-12-29−18,399→ 0 totalExercise: $0.00→ Common Stock (18,399 underlying) - Disposition to Issuer
Series B Preferred Stock
2020-12-29−21,967→ 0 totalExercise: $0.00→ Common Stock (21,967 underlying) - Award
NOI Performance-based TRG Profits Units
2020-12-29+5,747→ 5,747 totalExercise: $0.00→ Common Stock (5,747 underlying) - Conversion
Restricted TRG Profits Units
2020-12-29−7,819→ 0 totalExercise: $0.00→ Common Stock (7,819 underlying) - Conversion
Relative TSR Performance-based TRG Profits Units
2020-12-29−5,747→ 0 totalExercise: $0.00→ Common Stock (5,747 underlying) - Conversion
Units of Limited Partnership
2020-12-29+7,819→ 29,786 totalExercise: $0.00→ Common Stock (7,819 underlying) - Award
Relative TSR Performance-based TRG Profits Units
2020-12-29+5,747→ 5,747 totalExercise: $0.00→ Common Stock (5,747 underlying) - Disposition to Issuer
Restricted TRG Profits Units
2020-12-29−335→ 7,819 totalExercise: $0.00→ Common Stock (335 underlying) - Conversion
NOI Performance-based TRG Profits Units
2020-12-29−5,747→ 0 totalExercise: $0.00→ Common Stock (5,747 underlying) - Conversion
Units of Limited Partnership
2020-12-29+5,747→ 35,533 totalExercise: $0.00→ Common Stock (5,747 underlying) - Conversion
Units of Limited Partnership
2020-12-29+5,747→ 41,280 totalExercise: $0.00→ Common Stock (5,747 underlying) - Disposition to Issuer
Units of Limited Partnership
2020-12-29−41,280→ 0 totalExercise: $0.00→ Common Stock (41,280 underlying)
Footnotes (9)
- [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]Represents shares of the Taubman's common stock on an as-converted basis held through a stock fund of Taubman's 401(k) plan.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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).
- [F8]Not applicable.
- [F9]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.
Documents
Issuer
TAUBMAN CENTERS INC
CIK 0000890319
Entity typeother
Related Parties
1- filerCIK 0001662053
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 10:25 AM ET
- Size
- 33.8 KB