ITEM 3.02 Unregistered Sales of Equity Securities

From the closing of the transactions reported in Item 3.02 of the Current Report on Form 8-K filed on July 31, 2020 by CBL & Associates Properties, Inc. (herein the "Company" or "CBL"), through October 16, 2020, the Company has issued an aggregate of 2,351,825 additional shares of its common stock, par value $.01 per share (the "Common Stock") pursuant to exchange notices received from 18 unaffiliated third party limited partners in CBL & Associates Limited Partnership, the Company's operating partnership (the "Operating Partnership") covering a like number of Common Units or Series K Special Common Units of limited partnership interest in the Operating Partnership, pursuant to the terms of the Operating Partnership's Fourth Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"), as follows:





 Date of Exchange   Number of Common Units Exchanged / Shares Issued
September 18, 2020                       245,237
September 25, 2020                       499,198
September 30, 2020*                      948,510
 October 16, 2020                        658,880
TOTAL                                  2,351,825

*Includes 267,983 shares exchanged for Series K Special Common Units.

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.

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