SEC Form 4/A · accession 0001437749-18-003785
WASHINGTON PRIME GROUP INC. · WPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Melissa A. Indest
Officer — SVP, Finance and CAO
Period of report
Feb 20, 2018
Accepted (ET)
Mar 2, 2018 · 4:01 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 UnitsF2,F1,F3 | — | Feb 20, 2018 | A | 18,587 | A | — | — | Common Stock, par value $0.0001 per share | 18,587 | 18,587 | D |
| Performance Stock UnitsF2,F4,F5 | — | Feb 20, 2018 | A | 18,587 | A | — | — | Common Stock, par value $0.0001 per share | 18,587 | 18,587 | D |
Explanation of responses
- F1Each of the restricted stock units ("RSUs") represents a contingent right to receive one share of Issuer's common stock (the "Common Stock").
- F2This amendment is being filed to update the number of Derivative Securities acquired by the Reporting Person.
- F3The 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.
- 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 ("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 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.