Edgar Filing: LEIBOWITZ REUBEN S

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEIBOWITZ REUBEN S

2. Issuer Name and Ticker or Trading Symbol
SIMON PROPERTY GROUP INC /DE/ [SPG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

551 MADISON AVENUE, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2010

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2010		C		10,148	A	$ 72.01 ⁽¹⁾	23,819 ⁽²⁾	D
Common Stock	03/22/2010		C		2,500	A	$ 72.01 ⁽¹⁾	2,500	I	By Spouse
Common Stock	03/22/2010		C		932	A	$ 72.01 ⁽¹⁾	2,496 ⁽³⁾	I	By Leibowitz Foundation
Common Stock	03/22/2010		C		1,000	A	$ 72.01 ⁽¹⁾	2,564 ⁽³⁾	I	By Sarah Lea & Jesse Z. Shafer Charitable Medical Trust
Common Stock	03/22/2010		C		932	A	$ 72.01 ⁽¹⁾	932 ⁽³⁾	I	By Reuben S. Leibowitz Trust
Common Stock	03/22/2010		C		500	A	$ 72.01 ⁽¹⁾	500 ⁽⁴⁾	I	By Ethan Leibowitz (adult child)
Common Stock	03/22/2010		C		500	A	$ 72.01 ⁽¹⁾	500 ⁽⁴⁾	I	By Jason Leibowitz (adult child)
Common Stock	03/22/2010		C		500	A	$ 72.01 ⁽¹⁾	500 ⁽⁴⁾	I	By Neil Leibowitz (adult child)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

6% Series I Convertible Perpetual Preferred Stock

⁽⁶⁾

03/22/2010

11,975

01/01/2010

04/14/2010⁽⁵⁾

Common Stock

10,148

$ 72.01 ⁽⁶⁾

6% Series I Convertible Perpetual Preferred Stock

⁽⁶⁾

03/22/2010

2,950

01/01/2010

04/14/2010⁽⁵⁾

Common Stock

2,500

$ 72.01 ⁽⁶⁾

By Spouse

6% Series I Convertible Perpetual Preferred Stock

⁽⁶⁾

03/22/2010

1,100

01/01/2010

04/14/2010⁽⁵⁾

Common Stock

932

$ 72.01 ⁽⁶⁾

By Leibowitz Foundation

6% Series I Convertible Perpetual Preferred Stock

⁽⁶⁾

03/22/2010

1,180

01/01/2010

04/14/2010⁽⁵⁾

Common Stock

1,000

$ 72.01 ⁽⁶⁾

By Sarah Lea & Jesse Z. Shafer Charitable Medical Trust

6% Series I Convertible Perpetual Preferred Stock

⁽⁶⁾

03/22/2010

1,100

01/01/2010

04/14/2010⁽⁵⁾

Common Stock

932

$ 72.01 ⁽⁶⁾

By Reuben S. Leibowitz Trust

6% Series I Convertible Perpetual Preferred Stock

⁽⁶⁾

03/22/2010

590

01/01/2010

04/14/2010⁽⁵⁾

Common Stock

500

$ 72.01 ⁽⁶⁾

By Ethan Leibowitz (adult child)

6% Series I Convertible Perpetual Preferred Stock

⁽⁶⁾

03/22/2010

590

01/01/2010

04/14/2010⁽⁵⁾

Common Stock

500

$ 72.01 ⁽⁶⁾

By Jason Leibowitz (adult child)

6% Series I Convertible Perpetual Preferred Stock

⁽⁶⁾

03/22/2010

590

01/01/2010

04/14/2010⁽⁵⁾

Common Stock

500

$ 72.01 ⁽⁶⁾

By Neil Leibowitz (adult child)

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEIBOWITZ REUBEN S 551 MADISON AVENUE, SUITE 300 NEW YORK, NY 10022	X

Signatures

Reuben S. Leibowitz, and his attorney-in-fact, Shelly Doran		03/24/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares of common stock were acquired from the issuer upon conversion of 6% Series I convertible perpetual preferred stock at a conversion rate of 0.847495 shares of common stock for each share of preferred stock. Price is equal to closing price of a share of common stock on the date of conversion multiplied by the conversion ratio.
(2)	Includes 120 common shares received on June 19, 2009 as dividends, 96 common shares received on September 18, 2009 as dividends, and 86 common shares received on December 18, 2009 as dividends. The Company's quarterly dividends were paid in a combination of cash and shares of common stock.
(3)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(4)	The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(5)	The 6% Series I convertible perpetual preferred stock has been called for redemption on April 16, 2010 and the last date for conversion is April 14, 2010.
(6)	The 6% Series I convertible perpetual preferred stock was disposed of to the issuer upon conversion into common stock at a conversion rate of 0.847495 of a share of common stock for each share of preferreed stock. Price is equal to the closing price of a share of common stock on the date of conversion multiplied by the conversion ratio.

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