SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kieras Stephen J
(Last) (First) (Middle)
TAUBMAN CENTERS, INC.
200 EAST LONG LAKE ROAD, SUITE 300
(Street)
BLOOMFIELD HILLS MI 48304
(City) (State) (Zip)
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)
Senior VP, Development
3. Date of Earliest Transaction (Month/Day/Year)
12/26/2012
4. If Amendment, Date of 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
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
Common Stock 12/26/2012 M 80,000 A $29.38 114,188 D
Common Stock 12/26/2012 M 13,095 A $31.31 127,283 D
Common Stock 12/26/2012 M 12,875 A $40.39 140,158 D
Common Stock 12/26/2012 M 3,976 A $40.25 144,134 D
Common Stock 12/26/2012 M 12,076 A $55.9 156,210 D
Common Stock 12/26/2012 M 14,413 A $50.65 170,623 D
Common Stock 12/26/2012 M 83,037 A $13.83 253,660 D
Common Stock 12/26/2012 S 134,918 D $78.45(1) 118,742 D
Common Stock 12/27/2012 M 77,484 A $13.83 196,226 D
Common Stock 12/27/2012 S 39,770 D $78.58(2) 156,456 D
Common Stock 5,184(3) I By 401(k)
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 Securities Underlying Derivative Security (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: 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
Incentive Options (right to buy)(4) $29.38 12/26/2012 M 80,000 (5) 03/04/2015 Common Stock 80,000 $0 0 D
Incentive Options (right to buy)(4) $31.31 12/26/2012 M 13,095 (6) 05/18/2015 Common Stock 13,095 $0 0 D
Incentive Options (right to buy)(4) $40.39 12/26/2012 M 12,875 (7) 03/08/2016 Common Stock 12,875 $0 0 D
Incentive Options (right to buy)(4) $40.25 12/26/2012 M 3,976 (8) 05/15/2016 Common Stock 3,976 $0 0 D
Incentive Options (right to buy)(4) $55.9 12/26/2012 M 12,076 (9) 03/07/2017 Common Stock 12,076 $0 0 D
Incentive Options (right to buy)(4) $50.65 12/26/2012 M 14,413 (10) 02/27/2018 Common Stock 14,413 $0 0 D
Incentive Options (right to buy)(11) $13.83 12/26/2012 M 83,037 (12) 03/05/2019 Common Stock 83,037 $0 77,484 D
Incentive Options (right to buy)(11) $13.83 12/27/2012 M 77,484 (12) 03/05/2019 Common Stock 77,484 $0 0 D
Explanation of Responses:
1. This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $78 to $78.98 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
2. This price represents the weighted average price of the multiple transactions reported on this line. The shares were sold at prices ranging from $78.26 to $79.03 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
3. Includes 84 shares of the Company's common stock acquired under the 401(k) plan not previously reported and 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.
4. Options were granted to the reporting person pursuant to The Taubman Realty Group Limited Partnership ("TRG") 1992 Incentive Option Plan, as amended (the "Plan"). The Company is the Managing General Partner of TRG. Options granted under the Plan are exercisable for units of limited partnership interest in TRG. Under the Company's continuing offer to employees covered by the Plan and certain other partners in TRG, each unit of limited partnership interest in TRG held by an offeree is exchangeable for one share of the Company's common stock.
5. 53,334 of the options vested in two equal installments on March 4, 2008 and 2010, respectively, and 26,666 of the options vested on March 4 2012.
6. The options vested in three equal installments on May 18, 2006, 2007 and 2008, respectively.
7. 8,584 of the options vested in two equal installments on March 1, 2007 and 2008, respectively, and 4,291 of the options vested on March 1, 2009.
8. 1,326 of the options vested on March 1, 2007 and 2,650 of the options vested in two equal installments on March 1, 2008 and 2009, respectively.
9. 4,026 of the options vested on March 1, 2008 and 8,050 of the options vested in two equal installments on March 1, 2009 and 2010, respectively.
10. 4,805 of the options vested on March 1, 2009 and 9,608 of the options vested in two equal installments on March 1, 2010 and 2011, respectively.
11. Options were granted to the reporting person pursuant to the 2008 Omnibus Plan. Options granted under the 2008 Omnibus Plan are exercisable for units of limited partnership interest in The Taubman Realty Group Limited Partnership ("TRG"); the Company is the managing general partner of TRG. Under the Company's Continuing Offer to employees covered by the 2008 Omnibus Plan and certain other partners in TRG, each unit of limited partnership interest in TRG held by an offeree is exchangeable for one share of the Company's common stock.
12. The options vested in the third quarter of 2009, upon satisfaction of the vesting condition that the closing price of the Company's common stock, as quoted on the New York Stock Exchange, is $30 or greater for ten consecutive trading days.
Remarks:
/s/ Michael S. Ben, Attorney-in-Fact 12/28/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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