SIMON PROPERTY GROUP INC /DE/ — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMON PROPERTY GROUP INC /DE/ (SPG)
CIK: 0001063761
Period of Report: 2015-02-26

Reporting Person: JUSTER ANDREW (EVP/Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-26	LTIP Units	$	A	20060	Acquired		Common Stock (20060)	Direct

Footnotes

F1: Represents long-term incentive performance ("LTIP") units of Simon Property Group, L.P. (the "Operating Partnership"), of which Simon Property Group, Inc. (the "Company") is the general partner, issued as long-term incentive compensation pursuant to the Operating Partnership's 1998 Stock Incentive Plan in compliance with Rule 16b-3. When earned and vested, each LTIP unit may be converted into a unit of limited partnership interest ("Partnership Unit"). Each Partnership Unit may be exchanged for a share of the Company's common stock, or cash, as selected by the Company.

F2: On March 5, 2012, the reporting person was awarded a maximum of 24,828 LTIP units, subject to certain performance conditions. On February 26, 2015, the Compensation Committee of the Board of Directors of the Company determined that the extent to which the performance measures had been achieved during the performance period resulted in 80.8%, or 20,060, of the LTIP units becoming earned LTIP units. The earned LTIP units vest in two equal installments on January 1, 2016 and January 1, 2017 subject to a continued service requirement.