SEC Form 4/A · accession 0001437749-18-003835
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
Robert P Demchak
Officer — EVP, GC, and Corp. Secretary
Period of report
Feb 20, 2018
Accepted (ET)
Mar 5, 2018 · 6:12 am 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 UnitsF3,F1,F2 | — | Feb 21, 2018 | M | 12,207 | D | — | — | Common Stock, par value $0.0001 per share | 12,207 | 24,414 | D |
| Restricted Stock UnitsF7,F1,F4 | — | Feb 20, 2018 | A | 40,984 | A | — | — | Common Stock, par value $0.0001 per share | 40,984 | 40,984 | D |
| Performance Stock UnitsF7,F5,F6 | — | Feb 20, 2018 | A | 40,984 | A | — | — | Common Stock, par value $0.0001 per share | 40,984 | 40,984 | D |
Explanation of responses
- F1Each of the restricted stock units ("RSUs") represents a contingent right to receive one share of the Issuer's Common Stock (the "Common Stock").
- F2Listed RSUs were awarded on February 21, 2017 (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.
- F3This amendment is being filed to update the number of Derivative Securities beneficially owned by the Reporting Person following the reported transaction that was erroneously reported in the original filing as 24,415.
- F4The 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 employment agreement and subject to certain provisions of such agreement relating to a change in control of the Issuer.
- F5Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock.
- F6Unvested 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 Issuer 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 Reporting Person's employment agreement 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, 2022.
- F7This amendment is being filed to update the number of Derivative Securities beneficially owned by the Reporting Person following the reported transaction that was erroneously reported in the original filing as 49,180.