SEC Filing | Macerich

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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^*

COPPOLA ARTHUR M

(Last)

(First)

(Middle)

THE MACERICH COMPANY

401 WILSHIRE BOULEVARD #700

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MACERICH CO [ MAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2012

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)

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)
OP Units	⁽¹⁾	12/18/2012		G	V	108,057⁽²⁾		03/16/1995	⁽³⁾	Common Stock	108,057	$0	108,057⁽⁴⁾	I	By Trusts
LTIP Units	⁽⁵⁾	02/11/2013		A		100,000		⁽⁵⁾	⁽⁵⁾	Common Stock	100,000	$0	100,000	D
OP Units	⁽¹⁾	02/12/2013		G	V	108,057⁽⁶⁾		03/16/1995	⁽³⁾	Common Stock	108,057	$0	108,057	I	Family LLC
OP Units	⁽¹⁾	02/12/2013		G	V	1,655,998.5⁽⁷⁾		⁽⁸⁾	⁽³⁾	Common Stock	1,655,998	$0	1,764,055.5⁽⁹⁾	I	Family LLCs

Explanation of Responses:

1. Redeemable for an equal number of shares of common stock of the Issuer or, at the election of the Issuer, cash equal to the then fair market value of such shares.

2. Gifts by the reporting person to three trusts for the benefit of the reporting person's children.

3. None.

4. The reporting person disclaims beneficial ownership of the securities held in the trusts, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

5. Represents the vesting of performance-based units of limited partnership interest in The Macerich Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner. These LTIP Units were issued as long-term incentive compensation and vested upon achievement of certain pre-established performance criteria. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Partnership (the "Common Unit"). Each Common Unit may be redeemed after January 31, 2015, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit for one share of Common Stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.

6. Gifts by three family trusts to family LLC of which the reporting person is the sole manager.

7. Gifts by the reporting person to family LLCs of which the reporting person is the sole manager.

8. The exercise date for 1,135,259 OP Units is March 16, 1995; the exercise date for 42,944.5 OP Units is June 22, 2009; the exercise date for 20,435 OP Units is March 15, 2011; the exercise date for 207,360 OP Units is February 1, 2013; the exercise date for 150,000 OP Units is February 1, 2014 and the exercise date for 100,000 OP Units is February 1, 2015.

9. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise, except to the extent of the reporting person's pecuniary interests.

	Madonna R. Shannon for ARTHUR M. COPPOLA	02/13/2013
	** 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.

                               SECTION 16 REPORTS

                              CONFIRMING STATEMENT


         This statement confirms that the undersigned, Arthur M. Coppola, has
authorized and designated THOMAS J. LEANSE and/or MADONNA R. SHANNON (the
"Agents") to execute and file on the undersigned's behalf all Forms 3, 4 and 5
(including any amendments thereto) that the undersigned may be required to file
with the U. S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of THE MACERICH COMPANY
(the "Corporation"). The authority of the Agents under this Statement shall
continue until the undersigned is no longer required to file Forms 3, 4, and 5
with regard to the undersigned's ownership of or transactions in securities of
the Corporation, unless earlier revoked in writing. The undersigned acknowledges
that the Agents are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.



Date: October 9, 2012              Signature: /s/ Arthur M. Coppola
                                             ----------------------------
                                             Arthur M. Coppola