SEC Form 4 · accession 0001104659-15-003498
WASHINGTON PRIME GROUP INC. · WPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Edward Yale
Officer — EVP, CFO
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 | 196,328 | — | A | 196,328 | D |
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)F5,F4 | $32.75 | Jan 15, 2015 | A | 11,759 | D | — | Mar 8, 2015 | Common Stock | 11,759 | 11,759 | D |
| Stock Option (Right to Buy)F5,F6 | $32.17 | Jan 15, 2015 | A | 19,599 | D | — | May 4, 2016 | Common Stock | 19,599 | 19,599 | D |
| Stock Option (Right to Buy)F5,F7 | $1.79 | Jan 15, 2015 | A | 6,271 | D | — | Mar 11, 2019 | Common Stock | 6,271 | 6,271 | D |
| Stock Option (Right to Buy)F5,F8 | $5.76 | Jan 15, 2015 | A | 6,271 | D | — | Mar 4, 2020 | Common Stock | 6,271 | 6,271 | 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 170,454 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.
- F4The option vested in three equal annual installments commencing on March 9, 2006.
- F5Upon consummation of the Merger, each outstanding stock option of Glimcher was converted into 0.784 of an option of the Issuer.
- F6The option vested in three equal annual installments commencing on May 5, 2007.
- F7The option vested in three equal annual installments commencing on March 12, 2010.
- F8The option vested in three equal annual installments commencing on March 5, 2011.