0000890319-18-000138.txt : 20181002 0000890319-18-000138.hdr.sgml : 20181002 20181002093123 ACCESSION NUMBER: 0000890319-18-000138 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181002 DATE AS OF CHANGE: 20181002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Litt Jonathan CENTRAL INDEX KEY: 0001602176 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11530 FILM NUMBER: 181099612 MAIL ADDRESS: STREET 1: LAND AND BUILDINGS STREET 2: 1 LANDMARK SQUARE, 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TAUBMAN CENTERS INC CENTRAL INDEX KEY: 0000890319 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382033632 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2324 BUSINESS PHONE: 2482586800 MAIL ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2324 4 1 wf-form4_153848706432903.xml FORM 4 X0306 4 2018-10-01 0 0000890319 TAUBMAN CENTERS INC TCO 0001602176 Litt Jonathan C/O TAUBMAN CENTERS, INC. 200 E. LONG LAKE ROAD, SUITE 300 BLOOMFIELD HILLS MI 48304 1 0 0 0 Common Stock 2018-10-01 4 A 0 815 0 A 1653 D Series J Preferred Stock 436 D Common Stock 251400 I By Land and Buildings Capital Growth Fund, LP Common Stock 217600 I By Land and Buildings Real Estate Opportunity Fund, LP Common Stock 645947 I By Managed Accounts of Land and Buildings Investment Management, LLC Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each non-employee director may defer the receipt of all or a portion of his or her director retainer (cash and stock) until the earlier of the termination of such director's service on the Company's Board of Directors and upon a change of control. Such deferred compensation is denominated in restricted stock units, and the number of restricted stock units received equals the deferred retainer fee divided by the fair market value of the Company's common stock on the business day immediately before the date the director would otherwise have been entitled to receive the retainer fee. The shares referred to above represent the quarterly retainer fee, which has been deferred in full, and would have otherwise been payable under The Taubman Company LLC 2018 Omnibus Long-Term Incentive Plan. The restricted stock units represent the right to receive equivalent shares of common stock at the end of the deferral period, and each director's account is 100% vested at all times. Therefore, the reporting person has elected to report the deferral as shares of common stock received on the grant date. Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each director's account is credited with dividend equivalents on the deferred restricted stock units when the Company pays cash dividends on its common stock (including special dividends, if any), and such dividend equivalents are denominated in additional restricted stock units based on the fair market value of the Company's common stock on the business day immediately before the record date of the applicable dividend payment. The receipt of such dividends since the last Form 4 filing has been reflected in the column entitled 'amount of securities beneficially owned following reported transaction(s)', but has not been reported as a separate transaction. Shares owned directly by Land & Buildings Capital Growth Fund, LP ("L&B Capital"). The Reporting Person, solely by virtue of his position as managing principal of Land & Buildings Investment Management, LLC ("L&B Management"), the investment manager of L&B Capital, may be deemed to beneficially own the shares directly held by L&B Capital for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Shares owned directly by Land & Buildings Real Estate Opportunity Fund, LP ("L&B Opportunity"). The Reporting Person, solely by virtue of his position as managing principal of L&B Management, the investment manager of L&B Opportunity, may be deemed to beneficially own the shares directly held by L&B Opportunity for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Shares held in certain accounts managed by L&B Management (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as managing principal of L&B Management, the investment manager of the Managed Accounts, may be deemed to beneficially own the shares directly held in the Managed Accounts for purposes of Section 16. /s/ Michael S. Ben, Attorney-in-Fact 2018-10-02