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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
7. Title and Amount 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Incentive Option (1) | $ 9.69 | 01/07/2005 | M | 47,508 | (2) | 03/08/2005 | TRG Units (3) | 47,508 | $ 0 | 0 | D | ||||
TRG Units (3) | (3) | 01/07/2005 | M | 47,508 | (8) | (9) | Common Stock | 47,508 | $ 0 | 53,433 | D | ||||
Series B Preferred Stock | (4) | 01/07/2005 | J(5) | 47,508 | (8) | (9) | Common Stock | 3 | $ 0 | 53,433 | D | ||||
TRG Units (3) | (3) | 01/07/2005 | G | V | 47,508 | (8) | (9) | Common Stock | 47,508 | $ 0 | 5,925 | D | |||
Series B Preferred Stock | (4) | 01/07/2005 | G | V | 47,508 | (8) | (9) | Common Stock | 3 | $ 0 | 5,925 | D | |||
TRG Units (3) | (3) | 01/07/2005 | G | V | 47,508 | (8) | (9) | Common Stock | 47,508 | $ 0 | 1,338,496 | I | By limited liability company (6) | ||
Series B Preferred Stock | (4) | 01/07/2005 | G | V | 47,508 | (8) | (9) | Common Stock | 3 | $ 0 | 1,338,496 | I | By limited liability company (6) | ||
TRG Units (3) | (3) | (8) | (9) | Common Stock | 17,699,879 | 17,699,879 | I | By partnership (7) | |||||||
TRG Units | (3) | (8) | (9) | Common Stock | 6,327,098 | 6,327,098 | I | By partnership (7) | |||||||
TRG Units (3) | (3) | (8) | (9) | Common Stock | 11,011 | 11,011 | I | By partnership (7) | |||||||
TRG Units (3) | (3) | (8) | (9) | Common Stock | 445,191 | 445,191 | I | By partnership (7) | |||||||
Series B Preferred Stock | (4) | (8) | (9) | Common Stock | 1,264 | 17,699,879 | I | By partnership (7) | |||||||
Series B Preferred Stock | (4) | (8) | (9) | Common Stock | 451 | 6,327,098 | I | By partnership (7) | |||||||
Series B Preferred Stock | (4) | (8) | (9) | Common Stock | 0 | 11,011 | I | By partnership (7) | |||||||
Series B Preferred Stock | (4) | (8) | (9) | Common Stock | 31 | 445,191 | I | By partnership (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TAUBMAN ROBERT S 200 EAST LONG LAKE RD C/O THE TAUBMAN CO, SUITE 300 BLOOMFIELD HILLS, MI 48304 |
X | President, CEO, and Chair BOD |
/s/ Jeffrey H. Miro, Attorney-in-Fact | 01/11/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Options were granted to the reporting person pursuant to The Taubman Realty Group Limited Partnership ("TRG") Incentive Option Plan (the "Plan"). Taubman Centers, Inc. (the "Company") is the Managing General Partner of TRG. Options granted under the Plan are exercisable for units of limited partnership interest in TRG ("TRG Units") and are granted to the Company's employees in accordance with the terms of the Plan and Rule 16b-3(d)(1). |
(2) | The options vested as follows: 1/3 on March 9, 1998, 1/3 on March 9, 1999 and 1/3 on March 9, 2000. |
(3) | Under the Company's Continuing Offer to employees covered by the Plan and certain other partners in TRG, each TRG Unit held by an offeree is exchangeable for one share of the Company's common stock. |
(4) | Shares of the Company's Series B Preferred Stock are convertible into shares of the Company's common stock at the ratio of 14,000 shares of Series B Preferred Stock to one share of common stock (any resulting fractional shares are redeemed for cash). |
(5) | Pursuant to the Company's Restated Articles of Incorporation, as amended (the "Articles"), each Registered Unitholder (as defined in the Articles) which acquires TRG Units may subscribe for shares of the Company's Series B Preferred Stock equal to the number of TRG Units acquired. |
(6) | The reporting person is a member and manager of the limited liability company and disclaims all beneficial interest in the TRG Units and Series B Preferred Stock owned by such limited liability company beyond his pecuniary interest therein. |
(7) | The reporting person is a general partner of the partnership and disclaims all beneficial interest in the TRG Units and Series B Preferred Stock owned by such partnership beyond his pecuniary interest therein. |
(8) | Immediately convertible. |
(9) | Not applicable. |