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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TAUBMAN WILLIAM S TAUBMAN CENTERS, INC. 200 E. LONG LAKE ROAD, SUITE 300 BLOOMFIELD HILLS, MI 48304 |
X | Chief Operating Officer |
/s/ Donald J. Kunz, Attorney-in-Fact | 02/15/2006 | |
**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) | The shares of common stock were purchased from Lisa A. Payne, Vice Chairman and Chief Financial Officer of TCO. |
(2) | In addition to the remaining shares of common stock, Mr. Taubman also continues to have a pecuniary interest in the following securities relating to TCO: (i) 15,227 restricted stock units (unvested), 49,825 TRG incentive options (unvested), 5,925 TRG units and 5,925 shares of Series B preferred stock, each held directly, (ii) 1,338,496 TRG units and 1,338,496 shares of Series B preferred stock, each held by a limited liability company, and (iii) an aggregate of 22,761,442 shares of Series B preferred stock and 22,761,442 TRG units held by various partnerships. Each restricted stock unit represents the right to receive one share of TCO common stock upon vesting, plus a cash payment equal to all dividends that would have been paid on such share if it had been outstanding from the grant date to the vesting date. |
(3) | Each TRG incentive option represents the right to purchase one TRG unit upon vesting, and each TRG unit can be immediately exchanged, at no cost, for a share of TCO common stock pursuant to TCO's continuing exchange offer. Series B preferred stock can be converted into TCO common stock at a ratio of 14,000 to 1. Mr Taubman disclaims all beneficial interest in the securities set forth in clause (ii) and (iii) beyond his pecuniary interest therein. |
(4) | Mr. Taubman disclaims all beneficial interest in the shares of Common Stock owned by such limited liability company beyond his pecuniary interest therein. |
(5) | Mr. Taubman disclaims all beneficial interest in the shares of Common Stock owned by such partnership beyond his pecuniary interest therein. |
(6) | Mr. Taubman disclaims all beneficial interest in the shares of Common Stock owned by his children. |