SEC Form 4 · accession 0001437749-18-003164
WASHINGTON PRIME GROUP INC. · WPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Melissa A. Indest
Officer — SVP, Finance and CAO
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 8:34 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, par value $0.0001 per shareF1 | Feb 21, 2018 | M | 3,800 | — | A | 35,245 | D | |
| Common Stock, par value $0.0001 per shareF2 | Feb 21, 2018 | M | 7,111 | — | A | 42,356 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Feb 21, 2018 | M | 3,800 | D | — | — | Common Stock, par value $0.0001 per share | 3,800 | 7,601 | D |
| Restricted Stock UnitsF3,F4 | — | Feb 21, 2018 | M | 7,111 | D | — | — | Common Stock, par value $0.0001 per share | 7,111 | 14,221 | D |
| Restricted Stock UnitsF3,F5 | — | Feb 20, 2018 | A | 18,442 | A | — | — | Common Stock, par value $0.0001 per share | 18,442 | 18,442 | D |
| Performance Stock UnitsF6,F7 | — | Feb 20, 2018 | A | 18,442 | A | — | — | Common Stock, par value $0.0001 per share | 18,442 | 18,442 | D |
Explanation of responses
- F1Issuer's common stock (the "Common Stock") acquired upon vesting of one-third of 11,401 restricted stock units ("RSUs") awarded to the Reporting Person on February 21, 2017 (the "Grant Date").
- F2Common Stock acquired upon vesting of one-third of 21,332 RSUs awarded to the Reporting Person on the Grant Date and which constitute the earned payout for the Issuer's 2016 Annual Awards.
- F3Each of the RSUs represents a contingent right to receive one share of Common Stock.
- F4Listed RSUs were awarded on the Grant Date and represent a one-third portion of the total award that vested on the one-year anniversary of the Grant Date and converted on a one-for-one basis to Common Stock.
- F5The awarded 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 20, 2018 ("2018 Grant Date"), provided that the Reporting Person is in continued compliance with certain covenants in the 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.
- F6Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock.
- F7Unvested PSUs shall be earned based upon the satisfaction of certain relative total shareholder return criteria ("TSR Criteria") with the number of earned PSUs ranging from 0% to 150% of the allocated amount awarded based on the achievement of the Company in the TSR Criteria over a three-year performance period from the 2018 Grant Date to February 20, 2021 ("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 control of the Issuer. Settlement of the PSUs shall occur as soon as practicable after the Vesting Date, but no later than March 15, 2022.