| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MILLS CORP [ MLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 per share | 03/30/2007 | J(1)(2) | 28,145,000 | A | $25.25(1) | 77,080,908 | I | See Footnote(1)(2) | ||
| Common Stock, par value $0.01 per share | 04/03/2007 | J(3)(4) | 77,080,908(3)(4) | A | (3) | 100(3)(4) | I | See Footnote(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On March 30, 2007, SPG-FCM Acquisition, Inc. ("Sub") acquired an aggregate of 77,080,908 shares of common stock, par value $0.01 per share, of The Mills Corporation (the "Company") through (a) the contribution by SPG-FCM Ventures, LLC ("Purchaser") of 48,935,908 shares; (b) the contribution of funds managed by Farallon Capital Management, L.L.C. ("Farallon") of 6,145,000 shares, in exchange for a certain amount of shares of Sub; and (c) the acquisition by Sub of 22,000,000 shares through the exercise of its option granted pursuant to the Short Form Merger Option Agreement (the "Option Agreement") dated February 12, 2007 among the Company, Purchaser and Sub, at a consideration per share equal to $25.25, payable in the form of (i) $0.01 in cash per share and (ii) a promissory note from Purchaser for $25.25 per share less $0.01 per share (or an aggregate principal amount of $555,280,000). The amount of securities shown in this row is owned beneficially by Purchaser, through Sub. |
| 2. Sub is a wholly owned subsidiary of Purchaser, and Purchaser is a joint venture between an entity owned by Simon Property Group, Inc. and Simon Property Group, L.P. (collectively "SPG") and Farallon. As a result of this relationship, SPG may be deemed to share beneficial ownership of the securities shown in this row. |
| 3. On April 3, 2007, the acquisition of the Company by Purchaser was completed by means of a merger of Sub with and into the Company (the "Merger"). In the Merger, all outstanding shares of common stock of the Company (the "Shares") (other than shares held by the Company, Purchaser or any subsidiary of Purchaser, which were cancelled pursuant to the Merger, and shares as to which appraisal rights are perfected under Delaware law) were converted into the right to receive the same $25.25 in cash per share, without interest, as was paid in the tender offer by Purchaser for all outstanding shares of the Company. As a result of the consummation of the Merger, and as a result of the relationship between Sub, Purchaser and SPG described in Footnote (2), SPG may be deemed to share beneficial ownership of all of the outstanding Shares of the Company. |
| 4. Under the terms of the Merger, the number of Shares outstanding immediately after the Merger is significantly less than when there were publicly traded Shares and is not related to the number of Shares prior to the Merger. |
| /s/ Stephen E. Sterrett Stephen E. Sterrett, Executive Vice President and Chief Financial Officer, on behalf of Simon Property Group, Inc. | 04/03/2007 | |
| /s/ Stephen E. Sterrett Stephen E. Sterrett, Executive Vice President and Chief Financial Officer on behalf of Simon Property Group, Inc., as general partner of Simon Property Group, L.P. | 04/03/2007 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||