Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Leopold Simon
  2. Issuer Name and Ticker or Trading Symbol
TAUBMAN CENTERS INC [TCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CFO and Treasurer
(Last)
(First)
(Middle)
TAUBMAN CENTERS, INC., 200 E. LONG LAKE ROAD, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019
(Street)

BLOOMFIELD HILLS, MI 48304
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted TRG Profits Units (1) (2) (3) $ 0 04/01/2019   C     6,067   (1)(2)(3)   (1) Common Stock 6,067 $ 0 0 D  
Relative TSR Performance-based TRG Profits Units (1) (2) (3) $ 0 04/01/2019   C     2,896   (1)(2)(3)   (1) Common Stock 2,896 $ 0 0 D  
NOI Performance-based TRG Profits Units (1) (2) (3) $ 0 04/01/2019   C     3,999   (1)(2)(3)   (1) Common Stock 3,999 $ 0 0 D  
Units of Limited Partnership $ 0 04/01/2019   C(1)   6,067     (4)   (5) Common Stock 6,067 $ 0 6,067 D  
Units of Limited Partnership $ 0 04/01/2019   C(1)   2,896     (4)   (5) Common Stock 2,896 $ 0 8,963 D  
Units of Limited Partnership $ 0 04/01/2019   C(1)   3,999     (4)   (5) Common Stock 3,999 $ 0 12,962 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Leopold Simon
TAUBMAN CENTERS, INC.
200 E. LONG LAKE ROAD, SUITE 300
BLOOMFIELD HILLS, MI 48304
      EVP, CFO and Treasurer  

Signatures

 /s/ Michael S. Ben, Attorney-in-Fact   04/03/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Restricted TRG Profits Units, Relative TSR Performance-based TRG Profits Units, and NOI Performance-based TRG Profits Units (collectively, "Profits Units") converted to units of limited partnership interest in The Taubman Realty Group Limited Partnership (TRG) (Units of Limited Partnership) on April 1, 2019 upon satisfaction of the tax-driven requirements.
(2) Under the Company's Continuing Offer to employees covered by the Omnibus Long-Term Incentive Plans and certain other partners in TRG, each Unit of Limited Partnership held by an offeree is exchangeable for one share of the Company's common stock.
(3) Upon conversion of the Profits Units to Units of Limited Partnership, the holder has the right to purchase one share of the voting Series B Non-Participating Convertible Preferred Stock of Taubman Centers, Inc. (TCO) (Series B Preferred Stock) for each Unit of Limited Partnership held. The reporting person purchased the same amount of Series B Preferred Stock upon conversion.
(4) To avoid duplication, excludes the same number of Series B Preferred Stock held by such persons, which under specified circumstances can be converted into common stock of TCO at a ratio of one share of common stock for each 14,000 shares of Series B Preferred Stock.
(5) Not applicable.

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