SEC Form 4 · accession 0001104659-15-003496
WASHINGTON PRIME GROUP INC. · WPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael P Glimcher
Officer — Vice Chairman and CEO · Director
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 9:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001594686
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.0001 par valueF2,F3 | Jan 15, 2015 | A | 782,847 | — | A | 782,847 | D | |
| Common Stock, $.0001 par valueF4 | Jan 15, 2015 | A | 99 | — | A | 99 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6,F5 | $32.75 | Jan 15, 2015 | A | 58,798 | D | — | Mar 8, 2015 | Common Stock | 58,798 | 58,798 | D |
| Stock Option (Right to Buy)F6,F7 | $32.17 | Jan 15, 2015 | A | 58,798 | D | — | May 4, 2016 | Common Stock | 58,798 | 58,798 | D |
| Partnership Units of WPG, L.P. (the "Units")F9,F8 | — | Jan 15, 2015 | A | 193,110 | D | — | — | Common Stock | 193,110 | 193,110 | D |
Explanation of responses
- F1Acquisition of securities in connection with the Agreement and Plan of Merger, dated September 16, 2014 (the "Merger Agreement"), pursuant to which Glimcher Realty Trust ("Glimcher") merged with and into WPG Subsidiary Holdings I, LLC, an indirect subsidiary of the Issuer (the "Merger").
- F2Includes 702,233 restricted share awards.
- F3Upon consummation of the Merger, each common share of beneficial interest of Glimcher held by the Reporting Person at the effective time of the Merger was converted into 0.1989 shares of Issuer common stock plus $10.40 in cash. Each Glimcher restricted share held by the Reporting Person at the effective time of the Merger was converted into an award of a number of restricted common shares of the Issuer equal to the number of Glimcher restricted shares held multiplied by the sum of (x) 0.1989 of a share of common stock of the Issuer and (y) the quotient of (A) $10.40 divided by (B) the volume weighted average closing price of Issuer common stock on the New York Stock Exchange ("NYSE") on the last ten trading days immediately prior to the Merger.
- F4Upon consummation of the Merger, each Glimcher common share of beneficial interest held at the effective time of the Merger was converted into 0.1989 shares of Issuer common stock plus $10.40 in cash.
- F5The option vested in three equal annual installments commencing on March 9, 2006.
- F6Upon consummation of the Merger, each outstanding stock option of Glimcher was converted into 0.784 of an option of the Issuer.
- F7The option vested in three equal annual installments commencing on May 5, 2007.
- F8At the Reporting Person's option, these Units are redeemable at any time for, at the option of the Issuer, as the general partner of Washington Prime Group, L.P. ("WPG LP"), (a) cash or (b) the Issuer's common stock on a one-for-one basis. The price of a Unit is equal to its fair market value which, for purposes of redemption, is the average closing price on the NYSE of the Issuer's common stock as determined over a five consecutive trading day period commencing on the trading date immediately preceding the date on which the Unit holder submits an exercise notice to the Issuer for redemption of the Units.
- F9Upon consummation of the Merger, the outstanding limited partnership units of Glimcher Properties LP converted into 0.7431 of a limited partnership unit of WPG LP.