Prospectus Supplement
(To Prospectus dated August 5, 2020)
126,265 Shares
Common Stock
The 126,265
shares of our common stock, par value $.01 per share (Common Stock), that we may issue pursuant to this prospectus supplement and the accompanying prospectus were previously included in (i) prospectus supplements dated
November 26, 2008, June 19, 2009, September 18, 2009, December 18, 2009 and March 19, 2010 and an accompanying prospectus to our registration statement on Form S-3 that we filed with
the Securities and Exchange Commission (the SEC) on November 26, 2008 under File No. 333-155742 (the Original Registration Statement), (ii) in a prospectus supplement dated
September 9, 2011 and an accompanying prospectus to our registration statement on Form S-3 that we filed with the SEC on September 9, 2011 under File
No. 333-176762 (the Second Registration Statement), (iii) in a prospectus supplement dated August 20, 2014 and an accompanying prospectus to our registration statement on Form S-3 that we filed with the SEC on August 20, 2014 under File No. 333-198260 (the Third Registration Statement), and (iv) in a prospectus supplement
dated August 10, 2017 and an accompanying prospectus to our registration statement on Form S-3 that we filed with the SEC on August 10, 2017 under File
No. 333-219872 (the Fourth Registration Statement). The Original Registration Statement filed on November 26, 2008 terminated upon the effectiveness on September 9, 2011 of the
Second Registration Statement. The Second Registration Statement terminated upon the effectiveness on August 20, 2014 of the Third Registration Statement. The Third Registration Statement terminated upon the effectiveness on August 10,
2017 of the Fourth Registration Statement. The Fourth Registration Statement terminated upon the effectiveness of the registration statement on Form S-3 of which this prospectus supplement is a part.
This prospectus supplement relates to the issuance of up to an aggregate of 126,265 shares (the Shares) of our Common Stock, that
we may issue to holders of:
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(1)
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common units (MACWH Units) of limited partnership interest in MACWH, LP, a Delaware limited
partnership (MACWH), outstanding as of the date of this prospectus supplement, and those MACWH Units that may be issued in the future upon conversion of the Class A Convertible Preferred Units (MACWH CPUs) of limited
partnership interest in MACWH, upon tender of those MACWH Units for redemption. Walleye Retail Investments LLC, the general partner of MACWH, is a wholly owned indirect subsidiary of The Macerich Partnership, L.P., our operating partnership (the
Operating Partnership);
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(2)
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MACWH CPUs, upon tender of those MACWH CPUs for redemption; and
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(3)
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common units (OP Units) of limited partnership interest in the Operating Partnership, issued upon
conversion of series D preferred units of limited partnership interest in the Operating Partnership (Series D Preferred Units), upon tender of those OP Units for redemption.
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The MACWH Units and MACWH CPUs were originally issued to various persons on April 25, 2005 in connection with our acquisition of Wilmorite
Properties, Inc. and Wilmorite Holdings, L.P. The Shares, in part, represent Common Stock that we were required to register pursuant to a registration rights agreement with the holders of the MACWH Units and MACWH CPUs. The Shares also represent
additional shares of Common Stock that may be issued as a result of adjustments made to the conversion ratio or factor of the MACWH Units, the MACWH CPUs and the Series D Preferred Units in connection with the dividend and distribution payable to
our stockholders and OP Unit holders of record as of May 11, 2009, August 12, 2009, November 12, 2009, February 16, 2010 and April 22, 2020 (the Record Dates). The issuance, prior to any conversion ratio or
factor adjustments, of Common Stock to holders of OP Units (issued upon conversion of Series D Preferred Units), was previously registered by us.
The registration of the Shares covered by this prospectus supplement does not necessarily mean that any of the holders of MACWH Units, MACWH
CPUs, OP Units or Series D Preferred Units will exercise their conversion and/or redemption rights, as applicable, or that upon any such redemption we will elect, in our sole and absolute discretion, to redeem some or all of the MACWH Units, MACWH
CPUs or OP Units by issuing some or all of the Shares instead of paying the applicable redemption price in cash.
We will receive no cash
proceeds from any issuance of the Shares covered by this prospectus supplement, but we will acquire additional MACWH Units, MACWH CPUs and OP Units in exchange for any such issuances. We will pay all registration expenses.
Our Common Stock trades on the New York Stock Exchange (the NYSE) under the symbol MAC. On August 4, 2020, the
last reported sale price of our Common Stock on the NYSE was $8.14 per share.
Investing in
our Common Stock involves risks. See Risk Factors beginning on page S-4.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is August 5, 2020.