SEC FORM 3

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

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1. Name and Address of Reporting Person^*

SIMON DAVID

(Last)

(First)

(Middle)

225 WEST WASHINGTON STREET

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2021

3. Issuer Name and Ticker or Trading Symbol
Simon Property Group Acquisition Holdings, Inc. [ SPGS ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Chairman of the Board

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B common stock, par value $0.0001 per share	⁽¹⁾	⁽¹⁾	Class A common stock, par value $0.0001 per share	8,550,000	⁽¹⁾	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

SIMON DAVID

(Last)

(First)

(Middle)

225 WEST WASHINGTON STREET

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SIMON PROPERTY GROUP INC /DE/

(Last)

(First)

(Middle)

225 WEST WASHINGTON STREET

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

M.S. Management Associates, Inc.

(Last)

(First)

(Middle)

225 WEST WASHINGTON STREET

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SPG Sponsor, LLC

(Last)

(First)

(Middle)

225 WEST WASHINGTON STREET

(Street)

INDIANAPOLIS

46204

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of Class B Common Stock are convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252586). The shares of Class B Common Stock have no expiration date.

2. M.S. Management Associates, which is the sole member of SPG Sponsor, LLC, is wholly-owned by Simon Property Group, Inc. of which David Simon is the Chairman, Chief Executive Officer and President, and the beneficial owner of approximately 8.6% of shares and units.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ David Simon by his attorney-in-fact Steven Fivel	02/18/2021
	Simon Property Group, Inc., /s/ Steven Fivel, General Counsel and Secretary	02/18/2021
	M.S. Management Associates, Inc., by: /s/ Steven Fivel, Authorized Signatory	02/18/2021
	SPG Sponsor, LLC, by: M.S. Management Associates, Inc. /s/ Steven Fivel, Authorized Signatory	02/18/2021
	** 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.
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SEC Form 3 filed by David Simon