SIMON PROPERTY GROUP INC /DE/ — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMON PROPERTY GROUP INC /DE/ (SPG)
CIK: 0001063761
Period of Report: 2017-02-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-28	LTIP Units	$	A	43751	Acquired		Common Stock (43751)	Direct
2017-02-28	CEO LTIP Units	$0	A	360000	Acquired		Common Stock (360000)	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 April 16, 2014, the reporting person was awarded a maximum of 110,093 LTIP units, subject to certain performance conditions. On February 28, 2017, 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 39.7%, or 43,751 of the LTIP units becoming earned LTIP units. The earned LTIP units vest in two equal installments on January 1, 2018 and January 1, 2019 subject to a continued service requirement.

F3: Represents long-term incentive performance units ("CEO LTIP Units") of the Operating Partnership, of which the Company is the general partner, issued as long-term incentive compensation to the reporting person pursuant to his amended and restated CEO LTIP Unit Award Agreement effective as of December 31, 2013. When earned and vested, each CEO LTIP Unit may be converted into a Partnership Unit. Each Partnership Unit may be exchanged for a share of the Company's common stock, or cash, as selected by the Company.

F4: On January 1, 2014, the reporting person was awarded a maximum of 360,000 CEO LTIP Units (the "Class B Units"), subject to certain performance conditions. This award was previously reported on a Form 4 filed on February 27, 2014. On February 28, 2017, the Compensation Committee of the Board of Directors of the Company determined that the extent to which the performance measures for the Class B Units had been achieved during the performance period resulted in 100%, or 360,000 of the Class B LTIP Units becoming earned Class B LTIP Units. The earned Class B LTIP Units vest on January 1, 2019 subject to a continued service requirement.

F5: These 720,000 CEO LTIP Units are made up of the 360,000 earned Class B LTIP Units as well as 360,000 CEO LTIP Units (the "Class A Units") that were awarded to the reporting person on December 31, 2013, subject to certain performance conditions. This award of the Class A Units was previously reported on a Form 4 filed on February 27, 2014. On March 1, 2016, the Compensation Committee of the Board of Directors of the Company determined that the extent to which the performance measures for the Class A Units had been achieved during the performance period resulted in 100%, or 360,000 of the Class A LTIP Units becoming earned Class A LTIP Units. The earned Class A LTIP Units vest on January 1, 2018 subject to a continued service requirement.