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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL 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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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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
6% Convertible Preferred Stock | $ 63.857 (2) | Â | Â | Â | Â | Â | Â (1) | Â (1) | Common Stock | Â | 51,484 | Â | ||
Common Units in Simon Property Group, L.P. | Â | 12/13/2004 | Â | G | Â | 25,000 | Â (3) | Â (3) | Common Stock | (3) | 117,678 | Â | ||
Common Units in Simon Property Group, L.P. | Â | Â | Â | Â | Â | Â | Â (3) | Â (3) | Common Stock | Â | 1,002,903 | Partnership | ||
6% Convertible Preferred Units in Simon Property Group, L.P. | Â | 12/13/2004 | Â | G | Â | 25,000 | Â (5) | Â (5) | Common Stock | (5) | 120,793 | Â | ||
6% Convertible Preferred Units in Simon Property Group, L.P. | Â | Â | Â | Â | Â | Â | Â (5) | Â (5) | Common Stock | Â | 1,024,796 | Partnership |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BLOOM DAVID C 105 EISENHOWER PARKWAY ROSELAND, NJ 07068 |
 |  |  | Advisory Director |
/s/ David C. Bloom | 01/18/2005 | |
**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) | The 6% Convertible Preferred Stock may be converted into Common Stock under the following circumstances: (a) if the 6% Convertible Preferred Stock is called for redemption; (b) if Simon Property Group, Inc. is party to a change of control; or (c) if during any fiscal quarter after the last day of the fiscal quarter during which the 6% Convertible Preferred Stock is issued, and only during such quarter, the closing sale price of the Common Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter exceeds 125% of the then applicable conversion price on such trading day (initially 125% of $63.857, or $79.82125). |
(2) | The conversion price is subject to adjustments for certain reasons. |
(3) | Common Units are convertible into cash, or at the option of Simon Property Group, Inc., Common Stock of Simon Property Group, Inc. on a 1 for 1 basis and do not have an expiration date. |
(4) | As a partner in Woodbury Family Associates L.P. |
(5) | 6% Convertible Preferred Units are convertible into Common Units at an initial rate (subject to adjustment) of 1 Preferred Unit to 0.783 Common Units under the following circumstances: (a) if the Preferred Units are called for redemption; (b) if Simon Property Group, Inc. is party to a change of control; or (c) durng any fiscal quarter after the fiscal quarter ending December 31, 2004 (and only during such fiscal quarter) if the closing sale price of the Common Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter exceeds 125% of the then applicable conversion price on such trading day (initially 125% of $63.857, or $79.82125). |