Sec Form 13G Filing - MELVIN SIMON & ASSOCIATES INC filing for SIMON PROPERTIES GROUP INC (SPG) - 2020-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 828806109

SCHEDULE 13G

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

Melvin Simon & Associates, Inc.

2

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Indiana

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
11,634,169 shares (See Item 4)

6

Shared Voting Power
889,747 shares

7

Sole Dispositive Power
11,634,169 shares (See Item 4)

8

Shared Dispositive Power
889,747 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
12,523,916 shares (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  x

11

Percent of Class Represented by Amount in Row (9)
3.9%

12

Type of Reporting Person
CO

CUSIP No. 828806109

SCHEDULE 13G

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

Herbert Simon

2

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
5,426,429 shares (See Item 4)

6

Shared Voting Power
898,120 shares (See Item 4)

7

Sole Dispositive Power
5,426,429 shares (See Item 4)

8

Shared Dispositive Power
898,120 shares (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,324,549 shares (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  x

11

Percent of Class Represented by Amount in Row (9)
2.0%

12

Type of Reporting Person
IN

CUSIP No. 828806109

SCHEDULE 13G

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

David Simon

2

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
10,368,084 shares (See Item 4)

6

Shared Voting Power
1,016,890 shares (See Item 4)

7

Sole Dispositive Power
3,449,817 shares (See Item 4)

8

Shared Dispositive Power
7,935,157 shares (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
11,384,974 shares (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  x

11

Percent of Class Represented by Amount in Row (9)
3.6%

12

Type of Reporting Person
IN

CUSIP No. 828806109

SCHEDULE 13G

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

Voting Trust formed pursuant to a Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy entered into as of March 1, 2004 between Melvin Simon & Associates, Inc., an Indiana corporation and Melvin Simon, Herbert Simon and David Simon

2

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares

6

Shared Voting Power
889,747 shares (See Item 4)

7

Sole Dispositive Power
-0- shares

8

Shared Dispositive Power
889,747 shares (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
889,747 shares (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  x

11

Percent of Class Represented by Amount in Row (9)
0.29%

12

Type of Reporting Person
OO

CUSIP No. 828806109

SCHEDULE 13G

1

Name of Reporting Person or
I.R.S. Identification No. of Above Person

Voting Trust formed pursuant to a Voting Trust Agreement, Voting Agreement and Proxy entered into as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon

2

Check the Appropriate Box if a Member of a Group

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
-0- shares

6

Shared Voting Power
8,373 shares (See Item 4)

7

Sole Dispositive Power
-0- shares

8

Shared Dispositive Power
8,373 shares (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,373 shares (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  x

11

Percent of Class Represented by Amount in Row (9)
Less than 0.01%

12

Type of Reporting Person
OO

CUSIP No. 828806109

SCHEDULE 13G

Item 1.

(a).

Name of Issuer:
Simon Property Group, Inc.

(b).

Address of Issuer’s Principal Executive Offices:
225 West Washington Street

Indianapolis, IN  46204

Item 2.

(a).

Name of Person Filing:

(i)                                     Melvin Simon & Associates, Inc. (hereinafter, “MSA”)

(ii)                                  Herbert Simon

(iii)                               David Simon

(iv)                              Voting Trust formed pursuant to Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy entered into as of March 1, 2004 between Melvin Simon & Associates, Inc., an Indiana corporation, and Melvin Simon, Herbert Simon and David Simon (hereinafter, “Amended and Restated Voting Trust”)

(v)                                 Voting Trust formed pursuant to a Voting Trust Agreement, Voting Agreement and Proxy entered into as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon (hereinafter “Class B Voting Trust”)

(b).

Address or Principal Business Office or, if none, Residence:
The address for each of MSA, Herbert Simon, David Simon, the Amended and Restated Voting Trust and the Class B Voting Trust is:

225 West Washington Street

Indianapolis, Indiana 46204

(c).

Citizenship:

(i)                                     Melvin Simon & Associates, Inc. — Indiana

(ii)                                  Herbert Simon — United States

(iii)                               David Simon — United States

(iv)                              Amended and Restated Voting Trust — Delaware

(v)                                 Class B Voting Trust — Delaware

(d).

Title of Class of Securities:
Common Stock, $.0001 par value per share

(e).

CUSIP No.:
828806109

Item 3.

If this statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________.

Not applicable

CUSIP No. 828806109

SCHEDULE 13G

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The following information is provided as of December 31, 2019.

I.

MSA

(a)

Amount beneficially owned:*   

12,523,916 shares (1)

(b)

Percent of class:**   

3.9%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

11,634,169 shares

(ii)

Shared power to vote or to direct the vote:    

889,747 shares

(iii)

Sole power to dispose or to direct the disposition of:   

11,634,169 shares

(iv)

Shared power to dispose or to direct the disposition of:   

889,747 shares

CUSIP No. 828806109

SCHEDULE 13G

II.

HERBERT SIMON

(a)

Amount beneficially owned:*   

6,324,549 shares (2)

(b)

Percent of class:**   

2.0%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

5,426,429 shares

(ii)

Shared power to vote or to direct the vote:    

898,120 shares

(iii)

Sole power to dispose or to direct the disposition of:   

5,426,429 shares

(iv)

Shared power to dispose or to direct the disposition of:   

898,120 shares

CUSIP No. 828806109

SCHEDULE 13G

III.

DAVID SIMON

(a)

Amount beneficially owned:*   

11,384,974 shares (3)

(b)

Percent of class:**   

3.6%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

10,368,084 shares

(ii)

Shared power to vote or to direct the vote:    

1,016,890 shares

(iii)

Sole power to dispose or to direct the disposition of:   

3,449,817 shares

(iv)

Shared power to dispose or to direct the disposition of:   

7,935,157 shares

CUSIP No. 828806109

SCHEDULE 13G

IV.

AMENDED AND RESTATED VOTING TRUST

(a)

Amount beneficially owned:*   

889,747 shares

(b)

Percent of class:**   

0.29%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

-0- shares

(ii)

Shared power to vote or to direct the vote:    

889,747 shares

(iii)

Sole power to dispose or to direct the disposition of:   

-0- shares

(iv)

Shared power to dispose or to direct the disposition of:   

889,747 shares

V.

CLASS B VOTING TRUST

(a)

Amount beneficially owned:*   

8,373 shares (4)

(b)

Percent of class:**   

Less than 0.01%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

-0- shares

(ii)

Shared power to vote or to direct the vote:    

8,373 shares

(iii)

Sole power to dispose or to direct the disposition of:   

-0- shares

(iv)

Shared power to dispose or to direct the disposition of:   

8,373 shares

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

The members of the group are MSA, Herbert Simon, David Simon, Amended and Restated Voting Trust, and Class B Voting Trust.

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certifications.

Not applicable

CUSIP No. 828806109

SCHEDULE 13G

Date: February 14, 2020

MELVIN SIMON & ASSOCIATES, INC., an Indiana corporation

By:

/s/ Herbert Simon

Herbert Simon, Chairman

SECOND AMENDED AND RESTATED VOTING TRUST AGREEMENT, VOTING AGREEMENT AND PROXY entered into as of March 1, 2004 between Melvin Simon & Associates, Inc. and Melvin Simon, Herbert Simon and David Simon

By:

/s/ Herbert Simon

Herbert Simon, as Voting Trustee and in his individual capacity

By:

/s/ David Simon

David Simon, as Voting Trustee and in his individual capacity

VOTING TRUST AGREEMENT, VOTING AGREEMENT AND PROXY entered into as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon

By:

/s/ David Simon

David Simon, as Voting Trustee

By:

/s/ Herbert Simon

Herbert Simon, as Voting Trustee

CUSIP No. 828806109

SCHEDULE 13G

Date: February 14, 2020

MELVIN SIMON  ;& ASSOCIATES, INC., an Indiana corporation

By:

/s/ Herbert Simon

Herbert Simon, Chairman

SECOND AMENDED AND RESTATED VOTING TRUST AGREEMENT, VOTING AGREEMENT AND PROXY entered into as of March 1, 2004 between Melvin Simon & Associates, Inc. and Melvin Simon, Herbert Simon and David Simon

By:

/s/ Herbert Simon

Herbert Simon, as Voting Trustee and in his individual capacity

By:

/s/ David Simon

David Simon, as Voting Trustee and in his individual capacity

VOTING TRUST AGREEMENT, VOTING AGREEMENT AND PROXY entered into as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon

By:

/s/ David Simon

David Simon, as Voting Trustee

By:

/s/ Herbert Simon

Herbert Simon, as Voting Trustee