WPG Washington Prime Group Inc

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                       

1. Name and Address of Reporting Person * LEVY JOHN F	2. Issuer Name and Ticker or Trading Symbol WASHINGTON PRIME GROUP INC. [ WPG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O WASHINGTON PRIME GROUP INC., 180 EAST BROAD STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/19/2021
(Street) COLUMBUS, OH 43215 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(1)	2/19/2021		D			9662 (3)	(2)	(2)	Common Stock, par value $0.0001 per share	9662	$0	9662 (3)	D

Explanation of Responses:
(1)	Each restricted stock unit (a "RSU" or the "RSUs") represents a contingent right to receive one share of Washington Prime Group Inc. ("WPG," "Issuer" or the "Company") common stock.
(2)	These RSUs were to vest on May 18, 2021, subject to the reporting person's continued membership on the WPG Board of Directors (the "Board") through that date.
(3)	As part of the Board approved modification of WPG's director compensation program (the "Program"), the reporting person is terminating and canceling fifty percent (50%) of the RSU grant he received on May 18, 2020 (the "Grant") in exchange for the reporting person's first cash payment under the Program. The reporting person received 173,913 RSUs as part of the Grant, but this amount was adjusted to 19,324 RSUs following WPG's one (1) for nine (9) reverse stock split (the "Split") that became effective on December 22, 2020. The Split impacted WPG's common shares and securities convertible or exercisable into WPG common stock. Other than the termination and cancellation of RSUs described herein, which became effective on February 19, 2021, all remaining RSUs comprising the Grant received by the reporting person remain outstanding and subject to the current terms and conditions of the Grant as well as all other outstanding RSUs awarded to the reporting person heretofore.

Remarks: The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. Executed pursuant to Power of Attorney filed on June 22, 2016 as Exhibit 24 to a Form 3.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEVY JOHN F C/O WASHINGTON PRIME GROUP INC. 180 EAST BROAD STREET COLUMBUS, OH 43215	X

Signatures
/s/ Robert P. Demchak, as attorney in fact		2/23/2021
**Signature of Reporting Person		Date