CBL & ASSOCIATES PROPERTIES INC — Director's Dealing 2012

Mar 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CBL & ASSOCIATES PROPERTIES INC (CBL)
CIK: 0000910612
Period of Report: 2012-03-26

Reporting Person: Mancuso Mark D (SVP-Community Center Dev)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-26	Common Stock	M	15000	$18.2675	Acquired	54200.285	Direct
2012-03-26	Common Stock	S	7500	$18.9758	Disposed	46700.285	Direct
2012-03-26	Common Stock	S	7500	$18.9829	Disposed	39200.285	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-26	Employee Stock Option (Right to Buy)	$18.2675	M	15000	Disposed	2012-05-07	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Preferred Series C Depositary Shares	1100	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$	2043-11-03	Common Stock (25880)	25880	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 25,880 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.