SEC Filing | Simon Property Group, L.P.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

LEIBOWITZ REUBEN S

(Last)

(First)

(Middle)

551 MADISON AVENUE, SUITE 300

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIMON PROPERTY GROUP INC /DE/ [ SPG ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2010

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2010		C		10,148	A	$72.01⁽¹⁾	23,819⁽²⁾	D
Common Stock	03/22/2010		C		2,500	A	$72.01⁽¹⁾	2,500	I	By Spouse
Common Stock	03/22/2010		C		932	A	$72.01⁽¹⁾	2,496⁽³⁾	I	By Leibowitz Foundation
Common Stock	03/22/2010		C		1,000	A	$72.01⁽¹⁾	2,564⁽³⁾	I	By Sarah Lea & Jesse Z. Shafer Charitable Medical Trust
Common Stock	03/22/2010		C		932	A	$72.01⁽¹⁾	932⁽³⁾	I	By Reuben S. Leibowitz Trust
Common Stock	03/22/2010		C		500	A	$72.01⁽¹⁾	500⁽⁴⁾	I	By Ethan Leibowitz (adult child)
Common Stock	03/22/2010		C		500	A	$72.01⁽¹⁾	500⁽⁴⁾	I	By Jason Leibowitz (adult child)
Common Stock	03/22/2010		C		500	A	$72.01⁽¹⁾	500⁽⁴⁾	I	By Neil Leibowitz (adult child)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
6% Series I Convertible Perpetual Preferred Stock	⁽⁶⁾	03/22/2010		C			11,975	01/01/2010	04/14/2010⁽⁵⁾	Common Stock	10,148	$72.01⁽⁶⁾	0	D
6% Series I Convertible Perpetual Preferred Stock	⁽⁶⁾	03/22/2010		C			2,950	01/01/2010	04/14/2010⁽⁵⁾	Common Stock	2,500	$72.01⁽⁶⁾	0	I	By Spouse
6% Series I Convertible Perpetual Preferred Stock	⁽⁶⁾	03/22/2010		C			1,100	01/01/2010	04/14/2010⁽⁵⁾	Common Stock	932	$72.01⁽⁶⁾	0	I	By Leibowitz Foundation
6% Series I Convertible Perpetual Preferred Stock	⁽⁶⁾	03/22/2010		C			1,180	01/01/2010	04/14/2010⁽⁵⁾	Common Stock	1,000	$72.01⁽⁶⁾	0	I	By Sarah Lea & Jesse Z. Shafer Charitable Medical Trust
6% Series I Convertible Perpetual Preferred Stock	⁽⁶⁾	03/22/2010		C			1,100	01/01/2010	04/14/2010⁽⁵⁾	Common Stock	932	$72.01⁽⁶⁾	0	I	By Reuben S. Leibowitz Trust
6% Series I Convertible Perpetual Preferred Stock	⁽⁶⁾	03/22/2010		C			590	01/01/2010	04/14/2010⁽⁵⁾	Common Stock	500	$72.01⁽⁶⁾	0	I	By Ethan Leibowitz (adult child)
6% Series I Convertible Perpetual Preferred Stock	⁽⁶⁾	03/22/2010		C			590	01/01/2010	04/14/2010⁽⁵⁾	Common Stock	500	$72.01⁽⁶⁾	0	I	By Jason Leibowitz (adult child)
6% Series I Convertible Perpetual Preferred Stock	⁽⁶⁾	03/22/2010		C			590	01/01/2010	04/14/2010⁽⁵⁾	Common Stock	500	$72.01⁽⁶⁾	0	I	By Neil Leibowitz (adult child)

Explanation of Responses:

1. Shares of common stock were acquired from the issuer upon conversion of 6% Series I convertible perpetual preferred stock at a conversion rate of 0.847495 shares of common stock for each share of preferred stock. Price is equal to closing price of a share of common stock on the date of conversion multiplied by the conversion ratio.

2. Includes 120 common shares received on June 19, 2009 as dividends, 96 common shares received on September 18, 2009 as dividends, and 86 common shares received on December 18, 2009 as dividends. The Company's quarterly dividends were paid in a combination of cash and shares of common stock.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

5. The 6% Series I convertible perpetual preferred stock has been called for redemption on April 16, 2010 and the last date for conversion is April 14, 2010.

6. The 6% Series I convertible perpetual preferred stock was disposed of to the issuer upon conversion into common stock at a conversion rate of 0.847495 of a share of common stock for each share of preferreed stock. Price is equal to the closing price of a share of common stock on the date of conversion multiplied by the conversion ratio.

Remarks:

	Reuben S. Leibowitz, and his attorney-in-fact, Shelly Doran	03/24/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.