Edgar Filing: MGN (USA) 2016, LLC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â KATZMAN CHAIM

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2017

3. Issuer Name and Ticker or Trading Symbol
REGENCY CENTERS CORP [REG]

(Last)

(First)

(Middle)

1696 NE MIAMI GARDENS DRIVE

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 Original Filed(Month/Day/Year)

(Street)

NORTH MIAMI BEACH,Â FLÂ 33179

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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⁾	Â
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KATZMAN CHAIM 1696 NE MIAMI GARDENS DRIVE NORTH MIAMI BEACH,Â FLÂ 33179	Â X	Â X	Â	Â
GAZIT 1995 INC 1696 NE MIAMI GARDENS DR MIAMI BEACH,Â FLÂ 33179	Â X	Â	Â	Â
MGN USA INC 1696 NE MIAMI GARDENS DR MIAMI BEACH,Â FLÂ 33179	Â X	Â	Â	Â
Gazit-Globe Ltd 1696 NE MIAMI GARDENS DRIVE NORTH MIAMI BEACH,Â FLÂ 33179	Â X	Â	Â	Â
GAZIT FIRST GENERATION LL 1696 NE MIAMI GARDENS DRIVE NORTH MIAMI BEACH,Â FLÂ 33179	Â X	Â	Â	Â
MGN America, LLC 1696 NE MIAMI GARDENS DRIVE NORTH MIAMI BEACH,Â FLÂ 33179	Â X	Â	Â	Â
SILVER MAPLE (2001) INC 1696 NE MIAMI GARDENS DRIVE NORTH MIAMI BEACH,Â FLÂ 33179	Â X	Â	Â	Sec 13(d) group
FICUS INC 1696 NE MIAMI GARDENS DRIVE NORTH MIAMI BEACH,Â FLÂ 33179	Â X	Â	Â	Â
GAZIT AMERICA INC 303-109 ATLANTIC AVENUE TORONTO,Â A6Â M6K1X4	Â X	Â	Â	Â
MGN (USA) 2016, LLC 1696 NE MIAMI GARDENS DRIVE NORTH MIAMI BEACH,Â FLÂ 33179	Â X	Â	Â	Â

Signatures

/s/ Chaim Katzman by Michael B. Kirwan, as Attorney-in-Fact		03/06/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.
Â Remarks: OnÂ theÂ basisÂ ofÂ theÂ relationshipÂ betweenÂ eachÂ ofÂ Mr.Â KatzmanÂ andÂ Gazit-Globe,Â Gazit-GlobeÂ andÂ itsÂ controlledÂ directÂ andÂ indirectÂ subsidiariesÂ mayÂ beÂ directorsÂ ofÂ theÂ issuerÂ byÂ deputizationÂ forÂ theÂ purposesÂ ofÂ SectionÂ 16Â ofÂ theÂ ExchangeÂ Act. BecauseÂ noÂ moreÂ thanÂ 10Â reportingÂ personsÂ canÂ fileÂ anyÂ oneÂ FormÂ 3Â throughÂ theÂ SecuritiesÂ andÂ ExchangeÂ Commission'sÂ EDGARÂ system,Â MGNÂ AmericaÂ 2016,Â LLCÂ hasÂ filedÂ aÂ separateÂ FormÂ 3.

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