FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SIMON PROPERTY GROUP INC /DE/
  2. Issuer Name and Ticker or Trading Symbol
Simon Property Group Acquisition Holdings, Inc. [SPGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
(See footnote (2))
(Last)
(First)
(Middle)
225 WEST WASHINGTON STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2021
(Street)

INDIANAPOLIS, IN 46204
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock, par value $0.0001 per share (1) 03/30/2021   J(2)     8,550,000   (1)   (1) Class A common stock, par value $0.0001 per share 8,550,000 (2) 8,550,000 I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SIMON PROPERTY GROUP INC /DE/
225 WEST WASHINGTON STREET
INDIANAPOLIS, IN 46204
  X   X   (See footnote (2))
SIMON DAVID
225 WEST WASHINGTON STREET
INDIANAPOLIS, IN 46204
  X      
M.S. Management Associates, Inc.
225 WEST WASHINGTON STREET
INDIANAPOLIS, IN 46204
      See footnote (2)
SPG Sponsor, LLC
225 WEST WASHINGTON STREET
INDIANAPOLIS, IN 46204
  X   X   See footnote (2)

Signatures

 Simon Property Group, Inc., /s/ Steven Fivel, General Counsel and Secretary   03/30/2021
**Signature of Reporting Person Date

 /s/ David Simon by his attorney-in-fact Steven Fivel   03/30/2021
**Signature of Reporting Person Date

 M.S. Management Associates, Inc., by: /s/ Steven Fivel, Authorized Signatory   03/30/2021
**Signature of Reporting Person Date

 SPG Sponsor, LLC, by: M.S. Management Associates, Inc. /s/ Steven Fivel, Authorized Signatory   03/30/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) 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, distributed its interest in SPG Sponsor LLC to its sole member for no consideration. The general partner of the distributee is Simon Property Group, Inc., of which David Simon is the Chairman, Chief Executive Officer and President. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
 
Remarks:
Following the distribution described in Note 2 above, MS Management Associates has ceased to be a Reporting Person.

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