Statement of Changes in Beneficial Ownership (4)
December 31 2020 - 10:26AM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Marakovits Cornelia Connelly |
2. Issuer Name and Ticker or Trading Symbol
TAUBMAN CENTERS INC
[
TCO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TAUBMAN CENTERS, INC., 200 E. LONG LAKE ROAD, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/29/2020 |
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(Street)
BLOOMFIELD HILLS, MI 48304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/29/2020 | | D | | 20646 | D | (1)(2) | 4000 | D | |
| Common Stock | 12/29/2020 | | D | | 4000 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Explanation of Responses: |
| (1) | 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., 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). |
| (2) | Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each non-employee director may defer the receipt of all or a portion of his or her annual cash and equity retainers until the earlier of the termination of such director's service on Taubman's Board of Directors or upon a change of control. Such deferred compensation is denominated in restricted stock units (DSUs). Pursuant to the Merger Agreement, at the effective time of the mergers, each outstanding DSU was cancelled and converted into the right to receive the Common Stock Merger Consideration. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Marakovits Cornelia Connelly
C/O TAUBMAN CENTERS, INC.
200 E. LONG LAKE ROAD, SUITE 300
BLOOMFIELD HILLS, MI 48304 | X |
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Signatures
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| /s/ Michael S. Ben, Attorney-in-Fact | | 12/31/2020 |
| **Signature of Reporting Person | Date |
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