MACERICH CO — Director's Dealing 2016

Mar 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MACERICH CO (MAC)
CIK: 0000912242
Period of Report: 2016-03-04

Reporting Person: Leanse Thomas J. (Senior EVP, CLO & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	C	16106	—	Acquired	17166	Direct
2016-03-07	Common Stock	S	11301	$79.178	Disposed	5865	Direct
2016-03-08	Common Stock	S	5865	$78.50	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-04	LTIP Units	$	A	15625	Acquired		Common Stock (15625)	Direct
2016-03-07	OP Units	$	C	16106	Disposed		Common Stock (16106)	Direct

Footnotes

F1: The reporting person redeemed 16,106 units of limited partnership interest ("Units") of The Macerich Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner. Units are redeemable for an equal number of shares of the Issuer's common stock or, at the election of the Issuer, cash equal to the fair market value of such shares. The Issuer elected to redeem the reporting person's Units with common stock.

F2: The sales price ranged from $79.06-$79.2046.

F3: The reporting person also holds 161 shares in a trust for the benefit of one of his children.

F4: In addition, 50 shares are held by his adult child who is currently sharing the reporting person's household. The reporting person disclaims beneficial ownership of all shares held by this child, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for the purposes of Section 16 or otherwise.

F5: Represents the reporting person's annual incentive award for his 2015 performance which was granted on the date designated by the Compensation Committee for all annual employee and director bonuses and awards consistent with best practices.

F6: Represents units of limited partnership interest in 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.

F7: None.