Schedule 13G

0001140361-15-003263.txt : 20150130 0001140361-15-003263.hdr.sgml : 20150130 20150130134736 ACCESSION NUMBER: 0001140361-15-003263 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150130 DATE AS OF CHANGE: 20150130 GROUP MEMBERS: STITCHING PENSIOENFONDS ABP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENCY CENTERS CORP CENTRAL INDEX KEY: 0000910606 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 593191743 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42731 FILM NUMBER: 15562228 BUSINESS ADDRESS: STREET 1: ONE INDEPENDENT DRIVE STREET 2: SUITE 114 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9045987000 MAIL ADDRESS: STREET 1: ONE INDEPENDENT DRIVE STREET 2: SUITE 114 CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: REGENCY REALTY CORP DATE OF NAME CHANGE: 19930813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APG Asset Management US Inc. CENTRAL INDEX KEY: 0001323255 IRS NUMBER: 061285941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (917) 368-3500 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: APG Investments US Inc. DATE OF NAME CHANGE: 20080509 FORMER COMPANY: FORMER CONFORMED NAME: ABP Investments US, Inc. DATE OF NAME CHANGE: 20050407 SC 13G/A 1 doc1.htm NONE Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 01)*

REGENCY CENTERS CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

758849103

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

758849103


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	APG Asset Management US Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) x

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			4,607,627

		6	SHARED VOTING POWER



		7	SOLE DISPOSITIVE POWER

			4,607,627

		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,607,627

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	N/A , CO
	FOOTNOTES

CUSIP No.

758849103


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	STITCHING PENSIOENFONDS ABP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) x

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Kingdom of the Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			4,607,627

		6	SHARED VOTING POWER



		7	SOLE DISPOSITIVE POWER

			4,607,627

		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,607,627

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	N/A , OO
	FOOTNOTES

Item 1.

(a)

Name of Issuer

REGENCY CENTERS CORP

(b)

Address of Issuer’s Principal Executive Offices

One Independent Drive
Suite 114
Jacksonville, FL 32202

Item 2.

(a)

Name of Person Filing

APG Asset Management US Inc.

(b)

Address of Principal Business Office or, if none, Residence

666 3rd Ave, 2nd Fl
New York, NY 10017

(c)

Citizenship

United States of America

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

758849103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: 4,607,627

(b)

Percent of class: 4.9%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 4,607,627

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 4,607,627

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Stichting Depositary APG Tactical Real Estate Pool
Stichting Depositary APG Strategic Real Estate Pool

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

“APG Asset Management N.V." ("APG NL") is the exclusive investment manager with the power to vote and make all investment decisions with respect to the securities to which this statement relates. [APG NL has delegated its investment and voting power to APG Asset Management US Inc. (“APG US”). APG NL owns all of the voting shares of APG US and thus may be deemed to beneficially own any securities over which APG US exercise investment management or voting discretion.] APG Group NV owns all of the shares of APG NL and Stichting Pensioenfonds ABP (“ABP”) owns all of the shares of APG Groep NV (“APG Group”). As a result of these relationships, ABP and APG Group indirectly may be deemed to beneficially own all of the securities over which APG NL [or APG US] exercises investment management or voting discretion. The reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder. The reporting persons do not affirm the existence of a “group.”

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

n/a

Item 10.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	APG Asset Management US Inc.

Date: December 31, 2014	By:	/s/ Joyce LaPreta
		Name: Joyce LaPreta
		Title: Chief Compliance Officer

	Stichting Penioensfonds ABP

Date: December 31, 2014	By:	/s/ Joyce LaPreta
		Name: Joyce LaPreta
		Title: Chief Compliance Officer

Footnotes:

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to an employee benefit plan is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-99.16 2 poa_apgassetmanagement.htm EX-99.16 Unassociated Document

Power of Attorney

APG Asset Management N.V.

APG Asset Management N.V., a public limited liability company (naamloze vennootschap), having its seat (statutaire zetel) in Amsterdam, the Netherlands and its registered place of business at Gustav Mahlerplein 3, 1082 MS Amsterdam, the Netherlands, registered with the Chamber of Commerce for Amsterdam with commercial registration number 58476369 (the “Grantor”)

Whereas:

(a)

the Grantor is charged with the management and administration of the assets of Stichting Pensioenfonds ABP;

(b)

for the purpose of the management and administration of the assets of Stichting Pensioendfonds ABP by the Grantor, Stichting Pensioenfonds ABP has provided the Grantor with a general power of attorney dated 21 November 2013, a copy of which is attached hereto (“the PoA”);

(c)

in accordance with the provision of the PoA, the Grantor is authorized to grant a power of attorney to another person to perform, directly or indirectly, acts in the name of Stichting Penioenfonds ABP within the limits of the PoA;

(d)

The Grantor has engaged its affiliate APG Asset Management US Inc. to perform certain (legl) acts in respect of the assets of Stichting Pensioenfonds ABP.

As of 2 January 2014 the Grantor appoints:

APG Asset Management US Inc. as its true and lawful attorney (the “Attorney”) to perform any and all (legal) acts the Grantor is entitled to perform in accordance with the PoA, including to act in the name of Stichting Pensioenfonds ABP.

The Grantor declares that this appointment also applies to situations where the Attorney also acts as the Grantor’s counterparty (Selbsteintritt) or as representative of the Grantor’s counterparty.

The Grantor undertakes, when so requested, that is will ratify and confirm whatever the Attorney shall lawfully do or cause to be done pursuant to the powers conferred to such Attorney under this power of attorney.

This power of attorney shall be governed by Dutch law.

IN WITNESS WHEROF, the undersigned has executed this power of attorney effective as per 2 January 2014.

Signed in Amsterdam on 10 December 2013.

APG Asset Management N.V.

/s/ A.G.Z Kemna

Name: A.G.Z. Kemna

Title: Board Member

/s/ E. van Gelderen

Name: E. van Gelderen

Title: Board Member

Attachment

Power of Attorney

The foundation established under Dutch law: “Stichting Pensioenfonds ABP”, whose seat is in Heerlen, hereinafter referred to as “ABP”, duly represented by Mr H.J. Brouwer, Chairman of the Board of ABP, Mr C.J.M. de Veer, Deputy Chairman of ABP, Mr C.A.M. Michielse, Secretary of ABP,

hereby grants power of attorney to:

the public limited liability company established under Dutch law: “APG Asset Management N.V.”, whose corporate seat is in Amsterdam, hereinafter referred to as “APG AM”, at the time this power of attorney becomes effective in its capacity as legal successor by operation of law of part of the assets and liabilities (including the asset management activities) of the public limited liability company established under Dutch law: “APG Algemene Pension Groep N.V.”, whose corporate seat is in Heerlen, hereinafter referred to as “APG APG”.

This power of attorney is granted for the performance, in the name of the ABP, of any (legal) acts, including acts of disposal, which in the opinion of APG Am are desirable for the purpose of the management of the assets of the ABP (the “Assets”). This power of attorney also comprises (but is not limited to) the performance of any (legal) acts in name of and at the risks and expense of the ABP, including (but not limited to) the performance of transactions in financial instruments as well as any other (legal) acts that either arise from the management of the Assets or are necessary or desirable in connection therewith (such as (but not limited to) giving instructions to the custodians (bewaarnemers) of the Assets and exercising controlling rights which are attached to the financial instruments that form part of the Assets).

This power of attorney shall remain effective for an indefinite period of time until it will be withdrawn in writing by ABP. Such withdrawal will not affect the validity of (legal) acts performed while this power of attorney was in force.

When performing acts while exercising this power of attorney, APG AM shall be able to act as the counterparty of ABP or as the authorized person of one or more parties involved in acts referred to in paragraph 2.

APG AM may grant a power of attorney to another person to perform, directly or indirectly, to act in the name of APB within the limits of this power of attorney, whereupon the other person for the application of this power of attorney will be an authorized person as well.

The relationship between ABP and APG AM under this power of attorney shall be governed by Dutch law exclusively.

ABP herewith withdraws the powers of attorney granted to APG APG on 29 February 2008 and 21 January 2010 with respect to asset management activities, such effective as of 2 January 2014.

This Power of Attorney becomes effective on 2 January 2014.

Signed in Amsterdam on 21 November 2013.

Stichting Pensioenfonds ABP

/s/ H.J. Brouwer

Name: H.J. Brouwer

Title: Chairman

/s/ C.J.M. de Veer

Name: C.J.M. de Veer

Title: Deputy Chairman

/s/ C.A.M. Michielse

Name: C.A.M. Michielse

Title: Secretary