MACERICH CO — Director's Dealing 2013

Feb 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MACERICH CO (MAC)
CIK: 0000912242
Period of Report: 2012-07-17

Reporting Person: COPPOLA EDWARD C (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-17	COMMON STOCK	G	200	—	Disposed	262674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-13	OP Units	$	G	155952	Acquired		Common Stock (155952)	Indirect
2013-02-11	LTIP Units	$	A	50000	Acquired		Common Stock (50000)	Direct

Footnotes

F1: This gift was made to two individuals.

F2: 39,969 shares are also held by E.C. Coppola Limited Partnership. The reporting person disclaims beneficial ownership of all shares held through this partnership for his wife and children and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F3: 4,031 shares are also held indirectly by the reporting person through the Company's 401(k) Plan.

F4: 5,053 shares are also held by Mr. Coppola for his children. The reporting person disclaims beneficial ownership of all shares held by his children and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise.

F5: 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.

F6: Gift by the reporting person to grantor trust for the benefit of the reporting person's children.

F7: None.

F8: The reporting person disclaims beneficial ownership of the securities held in the grantor trust, 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.

F9: 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.