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: 2012-12-18

Reporting Person: COPPOLA ARTHUR M (Director, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-18	OP Units	$	G	108057	Acquired		Common Stock (108057)	Indirect
2013-02-11	LTIP Units	$	A	100000	Acquired		Common Stock (100000)	Direct
2013-02-12	OP Units	$	G	108057	Acquired		Common Stock (108057)	Indirect
2013-02-12	OP Units	$	G	1655998.5	Acquired		Common Stock (1655998)	Indirect

Footnotes

F1: 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.

F2: Gifts by the reporting person to three trusts for the benefit of the reporting person's children.

F3: None.

F4: The reporting person disclaims beneficial ownership of the securities held in the trusts, 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.

F5: 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.

F6: Gifts by three family trusts to family LLC of which the reporting person is the sole manager.

F7: Gifts by the reporting person to family LLCs of which the reporting person is the sole manager.

F8: The exercise date for 1,135,259 OP Units is March 16, 1995; the exercise date for 42,944.5 OP Units is June 22, 2009; the exercise date for 20,435 OP Units is March 15, 2011; the exercise date for 207,360 OP Units is February 1, 2013; the exercise date for 150,000 OP Units is February 1, 2014 and the exercise date for 100,000 OP Units is February 1, 2015.

F9: The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise, except to the extent of the reporting person's pecuniary interests.