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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 | ||||||||
Class B Common Stock | (5) | 09/07/2005 | M(1)(2) | 636,278 | (5) | (4) | Class A Limited Voting Stock | 636,278 | (4) | 0 | I | By Family Trust | |||
Class B Common Stock | (5) | 09/07/2005 | D(1)(3) | 621,416 | (5) | (4) | Class A Limited Voting Stock | 621,416 | (3) | 0 | I | By Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TAUBMAN ROBERT S 385000 WOODWARD AVENUE SUITE 100 BLOOMFIELD HILLS, MI 48304 |
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/s/ Robert S. Taubman | 09/09/2005 | |
**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) | On 09/07/2005, the Issuer and The A. Alfred Taubman 2003 Grantor Retained Annuity Trust (the "Reporting Person Entity"), The A. Alfred Taubman Restated Revocable Trust, The A. Alfred Taubman 2004 Grantor Retained Annuity Trust and Taubman Investments, LLC, The Judith M. Taubman Revocable Trust and, for purposes of certain provisions of the Transaction Agreement, A. Alfred Taubman and Robert S. Taubman (the "Reporting Person"), entered into a Transaction Agreement providing for a recapitalization of the Issuer, in which the Reporting Person Entity (1) converted an aggregate of 1,908,834 shares of Class B Common Stock into an equal number of shares of Class A Limited Voting Common Stock in accordance with the Issuer's Third Amended and Restated Articles of Incorporation and (2) exchanged an aggregate of 1,864,248 shares of Class B Common Stock for an aggregate of $45,276,984 in cash. The Reporting Person has a 1/3 beneficial interest in the Reporting Person Entity. |
(2) | This footnote reflects those shares of Class B Common Stock which were so converted by the Reporting Person Entity into an equal number of shares of Class A Limited Voting Common Stock in the recapitalization. |
(3) | This footnote reflects those shares of Class B Common Stock which were so exchanged by the Reporting Person Entity for an aggregate of $45,276,984 in cash in the recapitalization. |
(4) | Not applicable. |
(5) | The Class B Common Stock was convertible at the option of the holder on a one-for-one basis into Class A Limited Voting Common Stock. |