| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 par value $0.01
| 03/12/2009 | | P | |
1,500
| A | $
11
|
42,814,389
|
I
|
Indirect
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Underlying Securities
(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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|
Common Stock (Option to buy)
| $
24.12
| | | | | | | | 09/25/2016 |
Common Stock
|
437,317
| |
437,317
|
D
| |
Exhibit
99
The
securities reported as beneficially owned by Mr. Katzman
include:
(a) 1
share held of record by Gazit-Globe, Ltd. (“Gazit-Globe”), which is a member of
a “group” with Mr. Katzman for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Katzman is
the Chairman of Gazit-Globe.
(b) 5,386,857
shares held of record by Ficus, Inc. (“Ficus”), which is a member of a “group”
with Mr. Katzman for purposes of Section 13(d) of the Exchange
Act. Ficus is a wholly-owned subsidiary of First Capital Realty, Inc.
(“First Capital”) and is indirectly controlled by Gazit-Globe. Mr.
Katzman is the President of Ficus and Chairman of the Board of First Capital and
Gazit-Globe.
(c) 8,693,213
shares held of record by Silver Maple (2001), Inc., which is a member of a
“group” with Mr. Katzman for purposes of Section 13(d) of the Exchange
Act. Silver Maple is also a wholly-owned subsidiary of First Capital
and is indirectly controlled by Gazit-Globe. Mr. Katzman is the
President of Silver Maple and Chairman of the Board of First Capital and
Gazit-Globe.
(d) 7,093,645
shares held of record by MGN (USA) Inc. (“MGN USA”) which is a member of a
“group” with Mr. Katzman for purposes if Section 13(d) of the Exchange
Act. MGN USA is also a wholly-owned subsidiary of
Gazit-Globe. Mr. Katzman is the Chairman of the Board of
Gazit-Globe.
(e) 13,304,650
shares held of record by MGN America, LLC (“MGN America”) (including the 1,500
shares reported herein) which is a member of a “group” with Mr. Katzman for
purposes if Section 13(d) of the Exchange Act. MGN America is also a
wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of
Gazit-Globe. Mr. Katzman is the Chairman of the Board of
Gazit-Globe.
(f) 7,646,801
shares held of record by Gazit 1995, Inc. (“Gazit 1995”) which is a member of a
“group” with Mr. Katzman for purposes of Section 13(d) of the Exchange
Act. Gazit 1995 is wholly-owned subsidiary of MGN USA, a wholly-owned
subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board
of Gazit-Globe.
(g) 187,036
shares held of record by Mr. Katzman’s wife directly and as custodian for their
daughters.
(h) 502,186
other shares held directly and indirectly by Mr. Katzman.