CBL & ASSOCIATES PROPERTIES INC — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CBL & ASSOCIATES PROPERTIES INC (CBL)
CIK: 0000910612
Period of Report: 2012-02-10

Reporting Person: LANDRESS BEN S (Exec VP - Management)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	A	5000	—	Acquired	246951.31	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	74536	Indirect
Preferred Series C Depositary Shares	800	Direct
Preferred Series C Depositary Shares	1080	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$	2043-11-03	Common Stock (120480)	120480	Direct

Footnotes

F1: Grant of restricted Common Stock pursuant to the terms of the Second Amended and Restated CBL & Associates Properties, Inc. Stock Incentive Plan, as amended.

F2: 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 120,480 shares of the Issuer's Common Stock (on a one-for-one basis) or cash, at the Issuer's election.

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

F4: Immediately exercisable.