SEC Form 3/A · accession 0001437749-17-019818
WASHINGTON PRIME GROUP INC. · WPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Reporting owner
Armand Mastropietro
Officer — Exec VP, Property Management
Period of report
Nov 2, 2017
Accepted (ET)
Nov 27, 2017 · 4:05 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 Shares of Beneficial Interest, $0.0001 par valueF1 | holding | — | — | — | 29,790 | 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)F2 | $1.79 | holding | — | — | — | — | Mar 11, 2019 | Common Stock, $0.0001 par value per share | 2,195 | — | D |
| Stock Option (Right to Buy)F2 | $5.76 | holding | — | — | — | — | Mar 4, 2020 | Common Stock, $0.0001 par value per share | 2,195 | — | D |
| Unvested LTIP UnitsF3,F4,F5 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 5,704 | — | D |
| Vested LTIP UnitsF3,F4 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 5,703 | — | D |
| Unvested LTIP UnitsF6,F4,F7 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 4,268 | — | D |
| Vested LTIP UnitsF6,F4 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 2,134 | — | D |
| Restricted Stock UnitsF9,F8 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 16,841 | — | D |
| Restricted Stock UnitsF10,F8 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 9,001 | — | D |
| Performance Stock UnitsF12,F11 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 9,001 | — | D |
Explanation of responses
- F1Includes 5,326 shares of restricted common stock of Washington Prime Group Inc. (the "Company" or "Issuer").
- F10Each of the RSUs was issued to the Reporting Person on the Grant Date in connection with the issuance of the Company's 2017 Annual Awards and represents a contingent right to receive one share of Common Stock.
- F11Unvested performance stock units ("PSUs") shall be earned based upon the satisfaction of certain relative total shareholder return ("TSR") 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 Reporting Person's employment agreement, as amended, and subject to certain provisions of such agreement relating to a change in 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.
- F12Each of the PSUs was awarded on the Grant Date in connection with the issuance of the Company's 2017 Annual Awards and represents a contingent right to receive one share of Common Stock.
- F2These stock options are exercisable and, subject to the terms of the stock option award agreement, will remain exercisable until the expiration date.
- F3Represents long-term incentive performance ("LTIP") units of Washington Prime Group, L.P (the "Operating Partnership"), of which the Company is the sole general partner, issued to Mr. Mastropietro (the "Reporting Person") on February 24, 2015 as long-term incentive compensation pursuant to the Operating Partnership's 2014 Stock Incentive Plan (the "Incentive Plan") in compliance with Rule 16b-3. These LTIP units were issued as "Series 2015A LTIP Units" under the Incentive Plan.
- F4When earned and vested, each LTIP unit may be converted (at the Reporting Person's option) on a one-for-one basis into a unit of limited partnership interest ("Partnership Unit") subject to the terms and conditions of the applicable certificate of designation that relates to the LTIP units. Each Partnership Unit may be exchanged for a share of the Company's common stock (the "Common Stock") on a one-for-one basis, or cash, as selected by the Company. LTIP units have no set expiration date.
- F5Subject to certain exceptions, 50% of the listed LTIP units will vest on January 15, 2018 and the remaining 50% will vest on January 15, 2019.
- F6Represents LTIP units of the Operating Partnership issued to the Reporting Person on February 25, 2016 as long-term incentive compensation pursuant to the Operating Partnership's Incentive Plan in compliance with Rule 16b-3. These LTIP units were issued as "Series 2015B LTIP Units" under the Incentive Plan.
- F7Subject to certain exceptions, 50% of the listed LTIP units will vest on January 1, 2018 and the remaining 50% will vest on January 1, 2019.
- F8The listed restricted stock units ("RSUs") shall vest and become nonforfeitable in one-third installments on each of the first, second and third anniversaries of the February 21, 2017 grant date (the "Grant Date") provided that the Reporting Person is in continued compliance with certain covenants in the Reporting Person's employment agreement, as amended, and subject to certain provisions of such agreement relating to a change in control of the Issuer.
- F9Each of the RSUs was issued to the Reporting Person on the Grant Date as incentive compensation payment for the Company's 2016 Annual Awards and represents a contingent right to receive one share of Common Stock.
Remarks
The Form 3 filed on November 13, 2017 (the "Initial Form 3") for the Reporting Person is being amended by this Form 3/A to correct a typographical error that resulted in the incorrect reporting of the Reporting Person's RSUs and PSUs awarded to him on the Grant Date as part of the Company's 2017 Annual Awards (Lines 8 and 9 of Table II of the Initial Form 3). The Initial Form 3 reported that the Reporting Person held 9,005 RSUs and PSUs, respectively, instead of 9,001 as is correctly reported in this Form 3/A. All other disclosures in the Initial Form 3 remain unchanged. This Form 3/A is executed pursuant to the Limited Power of Attorney filed as Exhibit 24 to the Initial Form 3. The filing of this Form 3/A 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.