MACERICH CO — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MACERICH CO (MAC)
CIK: 0000912242
Period of Report: 2013-12-12

Reporting Person: O HERN THOMAS E (Senior EVP, Treasurer & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-12	Common Stock	G	280	—	Disposed	54889	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	LTIP Units	$	A	5306	Acquired		Common Stock (5306)	Direct

Footnotes

F1: In addition, 5,525 shares are held by children who share the reporting person's household. 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.

F2: 3,891 shares are also held indirectly by the reporting person through the Company's 401(k) Plan.

F3: Represents units of limited partnership interest in The Macerich Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and time vesting, each LTIP Unit may be converted into a common unit of limited partnership interest in the Partnership (a "Common Unit"). Each Common Unit acquired upon conversion of a LTIP Unit may be presented for redemption, 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 so presented for one share of Common Stock. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates.

F4: LTIP Units vest one-third on December 31, 2014, one-third on December 31, 2015 and one-third on December 30, 2016.