MACERICH CO — Director's Dealing 2015

Mar 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MACERICH CO (MAC)
CIK: 0000912242
Period of Report: 2015-03-06

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-06	LTIP Units	$	A	34594	Acquired		Common Stock (34594)	Direct

Footnotes

F1: Represents the reporting person's annual incentive award for his 2014 performance which was granted on the date designated by the Compensation Committee for all annual employee and director bonuses and awards consistent with past practice.

F2: Represents units of limited partnership interest in The Macerich Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner, issued as 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, 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.

F3: In addition, the reporting person holds 196,053 shares of common stock, 102,610 vested stock appreciation rights and the following limited partnership units in The Macerich Partnership, L.P., which are generally redeemable upon certain circumstances for an equal number of shares of The Macerich Company's common stock: 401,946 OP Units and 1,764,055 OP Units held through family limited liabilities companies of which the reporting person is the sole manager.