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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 | ||||||||
OP Units | (3) | 11/30/2011 | G | 200,000 (4) | 03/16/1995 | (5) | Common Stock | 200,000 | $ 0 | 1,067,648 | I | By Anderson Family Trust | |||
OP Units | (3) | 12/14/2011 | J(1) | 55,000 | 03/16/1995 | (5) | Common Stock | 55,000 | (1) | 1,122,648 | I | By Anderson Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ANDERSON DANA K THE MACERICH COMPANY 401 WILSHIRE BOULEVARD, SUITE 700 SANTA MONICA, CA 90401 |
X | Vice Chairman of the Board |
Madonna R. Shannon for DANA K. ANDERSON | 12/16/2011 | |
**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 December 14, 2011, the Anderson Family Trust exchanged 55,000 shares of the issuer's common stock for 55,000 OP Units that were owned by the Dana K. Anderson 2009 Grantor Retained Annuity Trust ("2009 GRAT"). The reporting person's wife and children are the trustees of the 2009 GRAT. After this transaction, the 2009 GRAT is the owner of 11,566.4974 OP Units and 55,000 shares of the issuer's common stock. The reporting person disclaims beneficial ownership of securities held in the 2009 GRAT, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise. On December 14, 2011, the closing price of the issuer's common stock was $48.31. |
(2) | The reporting person also directly owns 5,954 shares acquired through the Macerich Employee Stock Purchase Plan. |
(3) | Redeemable for an equal number of common stock or, at the election of the issuer, cash equal to the fair market value of such shares. |
(4) | These securities were transferred to the Dana K. Anderson 2011 Grantor Retained Annuity Trust ("2011 GRAT") from the Anderson Family Trust. The reporting person's wife and children are trustees of the 2011 GRAT. The reporting person disclaims beneficial ownership of securities held in the 2011 GRAT, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
(5) | None. |