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CBL & ASSOCIATES PROPERTIES INC Director's Dealing 2012

May 9, 2012

32287_dirs_2012-05-09_ceeaa952-a62e-4e2c-9754-c9e466ae7de3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CBL & ASSOCIATES PROPERTIES INC (CBL)
CIK: 0000910612
Period of Report: 2012-05-07

Reporting Person: FOY JOHN N (Director, Vice Chair, CFO, Treas & Sec)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-07 Common Stock F 22000 $18.77 Disposed 949052.6 Direct
2012-05-07 Common Stock M 32000 $18.2675 Acquired 981052.6 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-07 Employee Stock Option (Right to Buy) $18.2675 M 32000 Disposed 2012-05-07 Common Stock (32000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Common Units $ 2043-11-03 Common Stock (405586) 405586 Direct

Footnotes

F1: Additionally, the Reporting Person owns a limited partnership interest in CBL & Associates Limited Partnership, a Delaware limited partnership, that may be exchanged at any time for 405,586 shares of the Issuer's Common Stock (on a one-for-one basis) or cash, at the Issuer's election.

F2: Vests 20% annually over five years on each anniversary date starting on the first exercisable date shown.

F3: The Common Units are exerciseable on a 1 to 1 ratio with no exercise price.

F4: Immediately exercisable.