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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 | ||||||||
CEO LTIP Units (1) | $ 0 (1) | 02/12/2018 | A | 280,000 (2) | (1) | (1) | Common Stock | 280,000 (2) | $ 0.25 | 1,000,000 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SIMON DAVID 225 W. WASHINGTON STREET INDIANAPOLIS, IN 46204 |
X | CEO/Chairman of the Board |
/s/ David Simon by his attorney-in-fact, Steven E. Fivel | 02/14/2018 | |
**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) | Represents long-term incentive performance units ("CEO LTIP Units") of Simon Property Group L.P. (the "Operating Partnership"), of which Simon Property Group, Inc. (the "Company") is the general partner, issued as long-term incentive compensation to the reporting person pursuant to his amended and restated CEO LTIP Unit Award Agreement effective as of December 31, 2013. When earned and vested, each CEO LTIP Unit may be converted into a unit of limited partnership interest (a "Partnership Unit"). Each Partnership Unit may be exchanged for a share of the Company's common stock, or cash, as selected by the Company. |
(2) | On January 1, 2015, the reporting person was awarded a maximum of 280,000 CEO LTIP Units (the "Class C Units"), subject to certain performance conditions. This award was previously reported on a Form 4 filed on January 2, 2015. On February 12, 2018, the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company determined that the extent to which the performance measures for the Class C Units had been achieved during the performance period resulted in 100%, or 280,000 of the Class C LTIP Units becoming earned Class C LTIP Units. The earned Class C LTIP Units will vest on June 30, 2019, subject to a continued service requirement. |
(3) | These 1,000,000 CEO LTIP Units are made up of the 280,000 earned Class C Units as well as (i) 360,000 CEO LTIP Units that were awarded to the reporting person on December 31, 2013, subject to certain performance conditions, and that the Compensation Committee determined on March 1, 2016 were earned in their entirety (the "Class A Units"), and (ii) 360,000 CEO LTIP Units that were awarded to the reporting person on January 1, 2014, subject to certain performance conditions, and that the Compensation Committee determined on February 28, 2017 were earned in their entirety (the "Class B Units"). The earned Class A LTIP Units vested on January 1, 2018. The earned Class B LTIP Units will vest on January 1, 2019, subject to a continued service requirement. |