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SEC Filings



10-K/A
MACERICH CO filed this Form 10-K/A on 04/30/2018
Entire Document
 


Director Stock Ownership

The following table sets forth certain stock ownership information with respect to each of our directors based on information furnished by each director. The following information is as of March 23, 2018, unless otherwise specified.

 

Name

   Amount and Nature of
Beneficial Ownership
of Common Stock
and OP Units(1)
    Percent of
Common
Stock(2)
    Amount and Nature of
Beneficial Ownership
of OP Units(1)(3)
    Percent of
Common
Stock(2)
 

Peggy Alford

     —   (4)      *       —         *  

John H. Alschuler

     —   (5)      *       —         *  

Arthur M. Coppola(6)

     2,770,512 (7)(8)      1.93     2,664,450 (9)      1.86

Edward C. Coppola(6)

     1,944,679 (10)(11)      1.36     1,633,272 (12)      1.15

Steven R. Hash

     1,888 (13)      *       —         *  

Diana M. Laing

     12,479 (14)      *       —         *  

Mason G. Ross

     8,951 (15)      *       —         *  

Steven L. Soboroff

     22 (16)      *       —         *  

Andrea M. Stephen

     8,348 (17)      *       —         *  

John M. Sullivan

     —         *       —         *  

 

* The percentage of shares beneficially owned by this director does not exceed one percent of our outstanding shares of Common Stock.

 

(1) Except as provided under applicable state marital property laws or as otherwise noted, each individual in the table above has sole voting and investment power over the shares of Common Stock and/or OP Units (as defined in Note 3 below) listed.

 

(2) Assumes that all OP Units and LTIP Units (as defined in Note 3) held by the person are redeemed for shares of Common Stock (assuming, in the case of any LTIP Units, they have first been converted into OP Units) and that none of our OP Units or LTIP Units held by other persons are redeemed for or converted into shares of Common Stock.

 

(3) Our Company is the sole general partner of, and owns an aggregate of approximately 93% of the ownership interests referred to as “OP Units” in, The Macerich Partnership, L.P. or our “Operating Partnership.” Our Operating Partnership holds directly or indirectly substantially all of our interests in our regional shopping centers and our community/power shopping centers (the “Centers”). Our Company conducts all of its business through our Operating Partnership, the property partnerships, corporations and limited liability companies that own title to our Centers and various management companies. In connection with our formation as well as subsequent acquisitions of certain Centers, OP Units were issued to certain persons in connection with the transfer of their interests in such Centers. The OP Units are redeemable at the election of the holder and our Company may redeem them for cash or shares of Common Stock on a one-for-one basis (subject to anti-dilution provisions), at the Company’s election.

Our Long Term Incentive Plan or “LTIP” allows for the issuance of limited partnership units in the form of a class of units of our Operating Partnership referred to as “LTIP Units,” as more fully described on pages 36-37 of this Amendment. LTIP Units may be performance-based, service-based or fully-vested. Upon the occurrence of specified events, any vested LTIP Units can over time achieve full parity with the common OP Units of our Operating Partnership at which time LTIP Units are convertible, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into common OP Units.

 

(4) Ms. Alford joined our Board on March 29, 2018 and received 2,066 stock units that will vest after May 22, 2018 under our Amended and Restated 2003 Equity Incentive Plan as currently in effect (“2003 Incentive Plan”) and has 1,005 phantom stock units credited under the terms of our Eligible Directors’ Deferred Compensation/Phantom Stock Plan referred to as our “Director Phantom Stock Plan,” the vesting and terms of which are described under “Compensation of Non-Employee Directors”. Stock units, including the stock units issued under our Director Phantom Stock Plan, are payable solely in shares of Common Stock, do not represent outstanding shares, do not have voting rights and are non-transferrable.

 

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