SEC Form 4 · accession 0001437749-17-003122
WASHINGTON PRIME GROUP INC. · WPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Melissa A. Indest
Officer — SVP, Finance and CAO
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 6:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001594686
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Feb 21, 2017 | A | 21,332 | A | — | — | Common Stock, par value $0.0001 per share | 21,332 | 21,332 | D |
| Restricted Stock UnitsF3,F2 | — | Feb 21, 2017 | A | 11,401 | A | — | — | Common Stock, par value $0.0001 per share | 11,401 | 11,401 | D |
| Performance Stock UnitsF4,F5 | — | Feb 21, 2017 | A | 11,401 | A | — | — | Common Stock, par value $0.0001 per share | 11,401 | 11,401 | D |
Explanation of responses
- F1Each of the restricted stock units ("RSUs") was issued as payment for the 2016 Annual Awards and represents a contingent right to receive one share of the Issuer's common stock (the "Common Stock").
- F2The RSUs shall vest and become nonforfeitable in one-third installments on each of the first, second and third anniversaries of the grant date of February 21, 2017 ("Grant Date"), provided that the Reporting Person is in continued compliance with certain covenants in the award agreement relating to the RSUs, subject further to certain provisions of Reporting Person's Amended and Restated Severance Benefits Agreement concerning the termination of the Reporting Person's employment, and certain provisions of the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "Plan") relating to a change in the control of the Issuer.
- F3Each of the RSUs was issued in connection with the issuance of the 2017 Annual Awards and represents a contingent right to receive one share of Common Stock.
- F4Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock.
- F5Unvested PSUs shall be earned based upon the satisfaction of certain relative total shareholder return criteria with a percentage of vested PSUs ranging from 0% to 150% over a three-year performance period from the Grant Date to February 21, 2020 ("Vesting Date"), provided that the Reporting Person is in continued compliance with certain covenants in the award agreement relating to the PSUs and subject further to certain provisions of the Plan relating to a change in the control of the Issuer. Settlement of the PSUs shall occur as soon as practicable after the Vesting Date, but no later than March 15, 2021.
Remarks
Exhibit 24 - Power of Attorney, dated January 13, 2017.