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: LEBOVITZ CHARLES B (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	A	25000	—	Acquired	634068.387	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3179168.764	Indirect
Common Stock	13924.9249	Indirect
Common Stock	44843.4008	Indirect
Preferred Series C Depositary Shares	3375	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$	2043-11-03	Common Stock (16974799)	16974799	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 (the Operating Partnership), that, together with the partnership interests of other limited partners in the Operating Partnership which are controlled by the Reporting Person, may be exchanged at any time for an aggregate of 16,974,799 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.