ITEM 3.02 Unregistered Sales of
Effective
Limited Partner Exercising Number of Common Common Unit Exchange Rights Units Exchanged / Shares IssuedBen S. Landress 120,480Charles B. Lebovitz 756,350Alan L. Lebovitz 155,847
489,071CBL/Employees Partnership /Conway 58,203Foothills Plaza Partnership 92,793Girvin Road Partnership 7,254Warehouse Partnership 50,425 TOTAL 1,783,403
These exchanges are expected to close
In addition, effective
The Company's election to issue shares of Common Stock pursuant to these exchange transactions was made in accordance with the Company's right to deliver either shares of Common Stock, or their cash equivalent (as determined pursuant to the Partnership Agreement), to complete such exchanges. We believe these share issuances are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, because they did not involve a public offering or sale. No underwriters, brokers or finders were involved in any of these transactions.
The issuance of these shares of Common Stock does not impact the fully diluted
ownership of the Company by the exchanging holders listed in the table above, as
disclosed in the beneficial ownership tables in the Company's annual meeting
proxy statements, because ownership of
The Company has been advised that certain Company executives who were involved in these transactions, either directly or through their ownership of a portion of the equity in CBL's Predecessor, may elect in the future to sell shares of Common Stock that they held prior to the completion of these exchange transactions for tax planning purposes, and some of those sales may occur pursuant to one or more trading plans entered into pursuant to Securities and Exchange Commission Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.
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