View:
Download DOC
Download PDF
Download XLS
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
KATZMAN CHAIM
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DRIVE
(Street)
NORTH MIAMI BEACH FL 33179
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2017 		3. Issuer Name and Ticker or Trading Symbol
REGENCY CENTERS CORP [ REG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 160,831(1)(2) D(3)
Common Stock 243,605(1)(2) I By MGN (USA) Inc.(4)
Common Stock 2,424,085(1)(2) I By Ficus, Inc.(5)
Common Stock 4,001,943(1)(2) I By Silver Maple (2001), Inc.(6)
Common Stock 2,596,613(1)(2) I By MGN America, LLC(7)
Common Stock 4,865,540(1)(2) I By Gazit First Generation, LLC(8)
Common Stock 2,432,869(1)(2) I By MGN (USA) 2016, LLC(9)
Common Stock 5,769,967(1)(2) I By MGN America 2016, LLC(10)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
KATZMAN CHAIM
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DRIVE
(Street)
NORTH MIAMI BEACH FL 33179
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAZIT 1995 INC
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DR
(Street)
MIAMI BEACH FL 33179
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MGN USA INC
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DR
(Street)
MIAMI BEACH FL 33179
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gazit-Globe Ltd
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DRIVE
(Street)
NORTH MIAMI BEACH FL 33179
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAZIT FIRST GENERATION LL
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DRIVE
(Street)
NORTH MIAMI BEACH FL 33179
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MGN America, LLC
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DRIVE
(Street)
NORTH MIAMI BEACH FL 33179
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SILVER MAPLE (2001) INC
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DRIVE
(Street)
NORTH MIAMI BEACH FL 33179
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FICUS INC
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DRIVE
(Street)
NORTH MIAMI BEACH FL 33179
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GAZIT AMERICA INC
(Last) (First) (Middle)
303-109 ATLANTIC AVENUE
(Street)
TORONTO A6 M6K1X4
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MGN (USA) 2016, LLC
(Last) (First) (Middle)
1696 NE MIAMI GARDENS DRIVE
(Street)
NORTH MIAMI BEACH FL 33179
(City) (State) (Zip)
Explanation of Responses:
1. Shares acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 14, 2016, by and among the Issuer and Equity One, Inc. ("Equity One"), pursuant to which Equity One merged with and into the Issuer with Issuer surviving the merger (the "Merger").
2. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Equity One common stock, par value $0.01 per share, held by the reporting person was converted into the right to receive 0.45 shares of the Issuer's common stock, par value $0.01.
3. Shares held directly by Mr. Katzman.
4. Shares held directly by MGN (USA) Inc. ("MGN USA"). MGN USA is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). MGN USA is a wholly-owned subsidiary of Gazit-Globe Ltd. ("Gazit-Globe"). Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.
5. Shares owned directly by Ficus Inc. ("Ficus"). Ficus is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Ficus is a wholly-owned subsidiary of Gazit America Inc., a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.
6. Shares owned directly by Silver Maple (2001) Inc. ("Silver Maple"). Silver Maple is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Silver Maple is a wholly-owned subsidiary of Gazit America Inc., a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.
7. Shares owned directly by MGN America, LLC ("MGN America"). MGN America is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN America is also wholly-owned by MGN USA and Gazit 1995, Inc. ("1995"), wholly-owned subsidiaries of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.
8. Shares owned directly by Gazit First Generation, LLC ("First Generation"). First Generation is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. First Generation is a wholly owned subsidiary of 1995, a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.
9. Shares held directly by MGN (USA) 2016, LLC ("MGN USA 2016"). MGN USA 2016 is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN USA 2016 is a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.
10. Shares owned directly by MGN America 2016, LLC ("MGN America 2016"). MGN America 2016 is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN America 2016 is also wholly-owned subsidiary of MGN America, which is wholly-owned by MGN USA and 1995, wholly-owned subsidiaries of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.
Remarks:
On the basis of the relationship between each of Mr. Katzman and Gazit-Globe, Gazit-Globe and its controlled direct and indirect subsidiaries may be directors of the issuer by deputization for the purposes of Section 16 of the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, MGN America 2016, LLC has filed a separate Form 3.
/s/ Chaim Katzman by Michael B. Kirwan, as Attorney-in-Fact 03/06/2017
** 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 5 (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.
LIMITED POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints Michael B. Kirwan and Barbara C. Johnston or any individual appointed in their stead by the Company (as defined below) upon written notification to the undersigned of such replacement, and each or either of them, the undersigned's true and lawful attorney-in-fact to:
1. 
execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act")), in the undersigned's capacity as an officer and/or director of Regency Centers Corporation (the "Company"), any and all Forms 3, 4 and/or 5, and any amendments thereto, that arc necessary or advisable for the undersigned to file under Section 16(a) (collectively. "Documents");
2. 
 do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
3. 
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned in connection with the filing of such Documents, it being understood that the Documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary' or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact (or such attorney-in-fact's substitute or substitutes) shall law fully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney-in-fact's substitute or substitutes assuming, any of the undersigned's responsibilities to comply with the Exchange Act. The undersigned agrees to defend and hold harmless such attorney-in-fact (and such attorney-in-fact's substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder.
The attorney-in-fact agrees that this Limited Power of Attorney is being granted on the condition that prior to any filing, the attorney-in-fact shall provide the undersigned the Documents and make modifications to such Documents, if any, as advised by the undersigned.
C'haim Katzman Limited Power of Attorney


This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file [Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of February, 2017.
/s/ Chaim Katzman  
 Signature
 Name:  Chaim Katzman


 

Chaim Katzman Limited Power of Attorney