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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 | ||||||||
Restricted Stock Units (3) | $ 0 | 12/17/2015 | M | 94 | (4) | (4) | Common Stock | 94 | $ 0 | 2,791 | D | ||||
Restricted Stock Units (3) | $ 0 | 11/11/2016 | M | 196 | (4) | (4) | Common Stock | 196 | $ 0 | 5,931 | D | ||||
Restricted Stock Units (3) | $ 0 | 03/31/2017 | M | 2,791 | (5) | (5) | Common Stock | 2,791 | $ 0 | 0 | D | ||||
Restricted Stock Units (3) | $ 0 | 03/31/2017 | M | 5,931 | (5) | (5) | Common Stock | 5,931 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kieras Stephen J TAUBMAN CENTERS, INC. 200 EAST LONG LAKE ROAD, SUITE 300 BLOOMFIELD HILLS, MI 48304 |
EVP, Development of TTC LLC |
/s/ Michael S. Ben, Attorney-in-Fact | 04/11/2017 | |
**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) | Performance share units (PSUs) were granted to the reporting person pursuant to the Taubman Company 2008 Omnibus Long Term Incentive Plan (Omnibus Incentive Plan). Each PSU represents a contingent right to receive, upon vesting, shares of the Company's common stock ranging from 0-300% of the PSUs based on the Company's total shareholder return relative to that of a peer group. The PSUs vested on March 31, 2017 with a payout ratio of 76%. |
(2) | Reflects shares of the Company's common stock on an as-converted basis held through a stock fund of the Company's 401(k) plan. Includes 4 shares of the Company's common stock acquired under the 401(k) plan not previously reported. |
(3) | Restricted stock units (RSUs) were granted to the reporting person pursuant to the Omnibus Incentive Plan. Each restricted stock unit represents a contingent right to receive upon vesting one share of the Company's common stock. |
(4) | The RSUs vested on the respective transaction date. For employees that are age 62 and older, the Company is required to submit FICA tax in the year that each grant is given. Mr. Kieras's grants in 2015 and 2016 had RSUs withheld to cover these taxes. |
(5) | The RSUs vested on March 31, 2017 upon Mr. Kieras's retirement. |