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

Jan 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMON PROPERTY GROUP INC /DE/ (SPG)
CIK: 0001063761
Period of Report: 2015-01-01

Reporting Person: SIMON DAVID (Director, CEO/Chairman of the Board)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-01	LTIP Units	$0	D	280000	Disposed		Common Stock (280000)	Direct

Footnotes

F1: Effective December 31, 2013, 720,000 service-based vesting long-term incentive performance ("LTIP") units of Simon Property Group, L.P. (the "Operating Partnership") originally granted to the reporting person on July 6, 2011, were cancelled in consideration of the grant to the reporting person of 360,000 LTIP Units on December 31, 2013, and 360,000 LTIP Units on January 1, 2014, that are subject to both service-based vesting requirements and the attainment of specified goals for funds from operations in 2015 and 2016. Effective January 1, 2015, 280,000 service-based LTIP Units of the Operating Partnership originally granted to the reporting person on July 6, 2011, were cancelled in consideration of the grant to the reporting person of 280,000 LTIP Units on January 1, 2015, that are subject to both service-based vesting requirements and the attainment of specified goals for funds from operations in 2017.

F2: Simon Property Group, Inc. (the "Company") is the sole general partner of the Operating Partnership. After vesting, each LTIP Unit may be converted into a unit of partnership interest of the Operating Partnership and exchanged for a share of Company common stock or cash, as selected by the Company.