Edgar Filing: TAUBMAN CENTERS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TAUBMAN WILLIAM S

2. Issuer Name and Ticker or Trading Symbol
TAUBMAN CENTERS INC [TCO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

200 EAST LONG LAKE ROAD, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2005

(Street)

BLOOMFIELD HILLS, MI 48304

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Incentive Option

$ 9.69

01/07/2005

8,008

⁽²⁾

03/08/2005

TRG Units ⁽³⁾

8,008

$ 0

Employee Incentive Option ⁽¹⁾

$ 12.25

01/07/2005

500,000

⁽⁴⁾

03/28/2009

TRG Units ⁽³⁾

500,000

$ 0

TRG Units ⁽³⁾

⁽³⁾

01/07/2005

8,008

⁽⁹⁾

⁽¹⁰⁾

Common Stock

8,008

$ 0

13,933

Series B Preferred Stock

⁽⁵⁾

01/07/2005

J⁽⁶⁾

8,008

⁽⁹⁾

⁽¹⁰⁾

Common Stock

$ 0

13,933

TRG Units ⁽³⁾

⁽³⁾

01/07/2005

500,000

⁽⁹⁾

⁽¹⁰⁾

Common Stock

500,000

$ 0

513,933

Series B Preferred Stock

⁽⁵⁾

01/07/2005

J⁽⁶⁾

500,000

⁽⁹⁾

⁽¹⁰⁾

Common Stock

$ 0

513,933

TRG Units ⁽³⁾

⁽³⁾

01/07/2005

508,008

⁽⁹⁾

⁽¹⁰⁾

Common Stock

508,008

$ 0

5,925

Series B Preferred Stock

⁽⁵⁾

01/07/2005

508,008

⁽⁹⁾

⁽¹⁰⁾

Common Stock

$ 0

5,925

TRG Units

⁽³⁾

01/07/2005

508,008

⁽⁹⁾

⁽¹⁰⁾

Common Stock

508,008

$ 0

1,338,496

By limited liability company ⁽⁷⁾

Series B Preferred Stock

⁽⁵⁾

01/07/2005

508,008

⁽⁹⁾

⁽¹⁰⁾

Common Stock

$ 0

1,338,496

By limited liability company ⁽⁷⁾

TRG Units ⁽³⁾

⁽³⁾

⁽⁹⁾

⁽¹⁰⁾

Common Stock

17,699,879

By partnership ⁽⁸⁾

TRG Units ⁽³⁾

⁽³⁾

⁽⁹⁾

⁽¹⁰⁾

Common Stock

6,327,098

By partnership ⁽⁸⁾

TRG Units ⁽³⁾

⁽³⁾

⁽⁹⁾

⁽¹⁰⁾

Common Stock

11,011

By partnership ⁽⁸⁾

TRG Units ⁽³⁾

⁽³⁾

⁽⁹⁾

⁽¹⁰⁾

Common Stock

445,191

By partnership ⁽⁸⁾

Series B Preferred Stock

⁽⁴⁾

⁽⁹⁾

⁽¹⁰⁾

Common Stock

1,264

17,699,879

By partnership ⁽⁸⁾

Series B Preferred Stock

⁽⁴⁾

⁽⁹⁾

⁽¹⁰⁾

Common Stock

451

6,327,098

By partnership ⁽⁸⁾

Series B Preferred Stock

⁽⁴⁾

⁽⁹⁾

⁽¹⁰⁾

Common Stock

11,011

By partnership ⁽⁸⁾

Series B Preferred Stock

⁽⁴⁾

⁽⁹⁾

⁽¹⁰⁾

Common Stock

445,191

By partnership ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TAUBMAN WILLIAM S 200 EAST LONG LAKE ROAD SUITE 300 BLOOMFIELD HILLS, MI 48304	X		Executive Vice President

Signatures

/s/ Jeffrey H. Miro, Attorney-in-Fact		01/11/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Options were granted to the reporting person pursuant to The Taubman Realty Group Limited Partnership ("TRG") Incentive Option Plan (the "Plan"). Taubman Centers, Inc. (the "Company") is the Managing General Partner of TRG. Options granted under the Plan are exercisable for units of limited partnership interest in TRG ("TRG Units") and are granted to the Company's employees in accordance with the terms of the Plan and Rule 16b-3(d)(1).
(2)	The option vested as follows: 1/3 on March 9, 1998, 1/3 on March 9, 1999 and 1/3 on March 9, 2000.
(3)	Under the Company's Continuing Offer to employees covered by the Plan and certain other partners in TRG, each TRG Unit held by an offeree is exchangeable for one share of the Company's common stock.
(4)	The option vested as follows: 1/2 on September 30, 1999 and 1/2 on January 25, 2002.
(5)	Shares of the Company's Series B Preferred Stock are convertible into shares of the Company's common stock at the ratio of 14,000 shares of Series B Preferred Stock to one share of common stock (any resulting fractional shares are redeemed for cash).
(6)	Pursuant to the Company's Restated Articles of Incorporation, as amended (the "Articles"), each Registered Unitholder (as defined in the Articles) which acquires TRG Units may subscribe for shares of the Company's Series B Preferred Stock equal to the number of TRG Units acquired.
(7)	The reporting person is a member and manager of the limited liability company and disclaims all beneficial interest in the TRG Units and Series B Preferred Stock owned by such limited liability company beyond his pecuniary interest therein.
(8)	The reporting person is a general partner of the partnership and disclaims all beneficial interest in the TRG Units and Series B Preferred Stock owned by such partnership beyond his pecuniary interest therein.
(9)	Immediately convertible.
(10)	Not applicable.

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