SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
BLOOM DAVID C

(Last) (First) (Middle)
105 EISENHOWER PKWY.

(Street)
ROSELAND NJ 07068

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Advisory Director
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units in Simon Property Group, L.P. (1) 09/15/2005 G 30,886 (1) (1) Common Stock 30,886 (1) 86,792 D
Common Units in Simon Property Group, L.P. (1) 09/15/2005 G 30,886 (1) (1) Common Stock 30,886 (1) 30,886 I(3) By Spouse
6% Convertible Preferred Units in Simon Property Group, L.P. (2) 09/15/2005 G 32,558 (2) (2) Common Stock 32,558 (2) 88,234 D
6% Convertible Preferred Units in Simon Property Group, L.P. (2) 09/15/2005 G 32,558 (2) (2) Common Stock 32,558 (2) 32,558 I(3) By Spouse
6% Convertible Preferred Stock (5) (5) (5) Common Stock 51,484 51,484 D
Common Units in Simon Property Group, L.P. (1) (1) (1) Common Stock 1,002,903 1,002,903 I(4) Partnership
6% Convertible Preferred Units in Simon Property Group, L.P. (2) (2) (2) Common Stock 1,024,796 1,024,796 I(4) Partnership
Explanation of Responses:
1. 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.
2. 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) during 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.
3. The reporting person disclaims beneficial ownership of the units held by his spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's units for purposes of Section 16 or for any other purpose.
4. As a partner in Woodbury Family Associates, L.P.
5. 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 days ending on the last trading day of the preceding fiscal quarter exceeds 125% of the then applicable conversion price on such trading day.
David C. Bloom, and his attorney-in-fact, Shelly Doran 01/12/2006
** 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).
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