FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Leopold Simon		 2. Issuer Name and Ticker or Trading Symbol

TAUBMAN CENTERS INC [ TCO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, CFO and Treasurer
(Last)          (First)          (Middle)

TAUBMAN CENTERS, INC., 200 E. LONG LAKE ROAD, SUITE 300		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/29/2020
(Street)

BLOOMFIELD HILLS, MI 48304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2020  D  21932 D (1)0 D  
Common Stock 12/29/2020  D  20 (2)D (1)0 I By 401(k) plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0.0 12/29/2020  D     18399   (3) (3)Common Stock 18399.0  (3)0 D  
Series B Preferred Stock $0.0 12/29/2020  D     21967   (4) (4)Common Stock 21967.0  (4)0 D  
Relative TSR Performance-based TRG Profits Units $0.0 12/29/2020  A   5747     (5) (5)Common Stock 5747.0  (5)5747 D  
NOI Performance-based TRG Profits Units $0.0 12/29/2020  A   5747     (5) (5)Common Stock 5747.0  (5)5747 D  
Restricted TRG Profits Units $0.0 12/29/2020  D     335   (6) (6)Common Stock 335.0  (6)7819 D  
Restricted TRG Profits Units $0.0 12/29/2020  C     7819   (7) (7)Common Stock 7819.0  (7)0 D  
Relative TSR Performance-based TRG Profits Units $0.0 12/29/2020  C     5747   (7) (7)Common Stock 5747.0  (7)0 D  
NOI Performance-based TRG Profits Units $0.0 12/29/2020  C     5747   (7) (7)Common Stock 5747.0  (7)0 D  
Units of Limited Partnership $0.0 12/29/2020  C   7819     (7) (8)Common Stock 7819.0  (7)29786 D  
Units of Limited Partnership $0.0 12/29/2020  C   5747     (7) (8)Common Stock 5747.0  (7)35533 D  
Units of Limited Partnership $0.0 12/29/2020  C   5747     (7) (8)Common Stock 5747.0  (7)41280 D  
Units of Limited Partnership $0.0 12/29/2020  D     41280   (9) (8)Common Stock 41280.0  (9)0 D  
Explanation of Responses:
(1) Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020, by and among Taubman Centers, Inc. (Taubman), Simon Property Group, Inc. (Simon), and certain other parties thereto (the Merger Agreement), at the effective time of the mergers, each outstanding share of common stock of Taubman was cancelled and converted into the right to receive $43.00 in cash (the Common Stock Merger Consideration).
(2) Represents shares of the Taubman's common stock on an as-converted basis held through a stock fund of Taubman's 401(k) plan.
(3) Each restricted stock unit (RSU) represents a contingent right to receive upon vesting one share of Taubman common stock and an amount equal to the cash value of the dividends that would have been paid to the reporting person if one share of common stock had been issued on the grant date for each RSU granted to the reporting person under this award. Pursuant to the Merger Agreement, at the effective time of the mergers, each unvested RSU and corresponding dividend equivalent right was converted into a cash substitute award to be paid on the same vesting schedule that applied to the original RSU award.
(4) Pursuant to the Merger Agreement, at the effective time of the mergers, each share of Series B Non-Participating Convertible Preferred Stock was converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000.
(5) Pursuant to the Merger Agreement, Restricted TRG Profits Units, Relative TSR Performance-based TRG Profits Units, and NOI Performance-based TRG Profits Units (Profits Units) which by their terms were eligible to become vested were automatically vested (with any performance-based vesting based on the greater of the average of actual performance achievement, as of the closing of the mergers, of the two performance metrics applicable to such grant, and target performance). As of the closing date of the mergers, vesting was based on target performance as it was greater. The tax-driven requirements for conversion were previously satisfied.
(6) Each Restricted TRG Profits Unit represents a contingent right to receive one unit of limited partnership interest in The Taubman Realty Group Limited Partnership (TRG) upon vesting and the satisfaction of certain tax-driven requirements. A portion of the initial Restricted TRG Profits Units award represented estimated cash distributions to be paid during the vesting period. Pursuant to the Merger Agreement, the Restricted TRG Profits Units automatically vested as of the effective time of the merger, and the adjustment shown reflects the reduction in Restricted TRG Profits Units outstanding as a result of the actual cash distributions made during the vesting period.
(7) Pursuant to the Merger Agreement, at the effective time of the mergers, vested Profits Units converted to units of limited partnership interest in TRG (Units of Limited Partnership).
(8) Not applicable.
(9) Pursuant to the Merger Agreement, at the effective time of the mergers, Units of Limited Partnership were converted, at the election of the holder, into (i) the Common Stock Merger Consideration or (ii) 0.5703 limited partnership units in Simon Property Group, L.P., a Delaware limited partnership. The reporting person elected to receive limited partnership units in Simon Property Group, L.P.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Leopold Simon
TAUBMAN CENTERS, INC.
200 E. LONG LAKE ROAD, SUITE 300
BLOOMFIELD HILLS, MI 48304

EVP, CFO and Treasurer
Signatures
/s/ Michael S. Ben, Attorney-in-Fact12/31/2020
**Signature of Reporting PersonDate
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