Statement of Changes in Beneficial Ownership (4)
February 24 2020 - 4:10PM
Edgar (US Regulatory)
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
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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
*
CONFORTI LOUIS G |
2. Issuer Name and Ticker or Trading Symbol
WASHINGTON PRIME GROUP INC.
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WPG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O WASHINGTON PRIME GROUP INC., 180 EAST BROAD STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2020 |
(Street)
COLUMBUS, OH 43215
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 per share | 2/20/2020 | | M | | 83333 | A | (1) | 745330 | D | |
Common Stock, par value $0.0001 per share | 2/20/2020 | | M | | 81968 | A | (2) | 827298 | D | |
Common Stock, par value $0.0001 per share | 2/21/2020 | | M | | 52192 | A | (3) | 879490 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Restricted Stock Units | (4) | 2/20/2020 | | M | | | 83333 | (5) | (4) | Common Stock, par value $0.0001 per share | 83333 | $0 | 166667 | D | |
Restricted Stock Units | (4) | 2/20/2020 | | M | | | 81968 | (6) | (4) | Common Stock, par value $0.0001 per share | 81968 | $0 | 81967 | D | |
Restricted Stock Units | (4) | 2/21/2020 | | M | | | 52192 | (7) | (4) | Common Stock, par value $0.0001 per share | 52192 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Issuer's common stock (the "Common Stock") acquired upon vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 20, 2019 (the "Grant Date"). |
(2) | Common Stock acquired upon vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 20, 2018 (the "Second Grant Date"). |
(3) | Common Stock acquired upon vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 21, 2017 (the "Third Grant Date"). |
(4) | Each of the RSUs represents a contingent right to receive one share of Common Stock. |
(5) | Listed RSUs were awarded on the Grant Date and represent a portion of the total award that vests on the annual anniversary of the Grant Date and is converted on a one-for-one basis to Common Stock. |
(6) | Listed RSUs were awarded on the Second Grant Date and represent a portion of the total award that vests on the annual anniversary of the Second Grant Date and is converted on a one-for-one basis to Common Stock. |
(7) | Listed RSUs were awarded on the Third Grant Date and represent a portion of the total award that vests on the annual anniversary of the Third Grant Date and is converted on a one-for-one basis to Common Stock. |
Remarks: This Form 4 is executed pursuant to the Limited Power of Attorney filed as Exhibit 24 to a Form 4 filed on October 11, 2016. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CONFORTI LOUIS G C/O WASHINGTON PRIME GROUP INC. 180 EAST BROAD STREET COLUMBUS, OH 43215 | X |
| Chief Executive Officer |
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Signatures
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/s/ Stephen E. Ifeduba | | 2/24/2020 |
**Signature of Reporting Person | Date |
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