SEC Form 3 · accession 0001437749-19-002707
WASHINGTON PRIME GROUP INC. · WPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephan Gerber
Officer — Senior VP, Property Mgmt.
Period of report
Feb 12, 2019
Accepted (ET)
Feb 15, 2019 · 7:34 am 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 value | holding | — | — | — | 407 | 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)F1 | $5.76 | holding | — | — | — | — | Mar 4, 2020 | Common Stock, $0.0001 par value per share | 7,839 | — | D |
| Stock Option (Right to Buy)F1 | $11.97 | holding | — | — | — | — | May 4, 2021 | Common Stock, $0.0001 par value per share | 7,839 | — | D |
| Stock Option (Right to Buy)F1 | $12.67 | holding | — | — | — | — | May 9, 2022 | Common Stock, $0.0001 par value per share | 7,839 | — | D |
| Stock Option (Right to Buy)F1 | $16.56 | holding | — | — | — | — | May 9, 2023 | Common Stock, $0.0001 par value per share | 7,839 | — | D |
| Stock Option (Right to Buy)F1 | $13.10 | holding | — | — | — | — | May 6, 2024 | Common Stock, $0.0001 par value per share | 7,839 | — | D |
| Stock Option (Right to Buy)F1 | $14.28 | holding | — | — | — | — | May 21, 2025 | Common Stock, $0.0001 par value per share | 10,000 | — | D |
| Stock Option (Right to Buy)F2 | $9.95 | holding | — | — | — | — | May 17, 2026 | Common Stock, $0.0001 par value per share | 7,500 | — | D |
| Restricted Stock UnitsF4,F3 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 1,250 | — | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock, $0.0001 par value per share | 2,313 | — | D |
Explanation of responses
- F1These stock options are exercisable and, subject to the terms of the stock option award agreement, will remain exercisable until the expiration date.
- F25,000 of these options are exercisable and the remaining 2,500 will become exercisable on May 17, 2019 subject to the terms of the stock option award agreement. The options will remain exercisable, subject to the terms of the stock option award agreement, until the expiration date.
- F3The listed restricted stock units ("RSUs") shall vest and become non-forfeitable in equal installments on May 18, 2019 and May 18, 2020 subject to the terms and conditions of the award agreement.
- F4Each of the RSUs was issued to the Reporting Person as incentive compensation and represents a contingent right to receive one share of the Issuer's common stock.
- F5The listed RSUs shall vest and become non-forfeitable in three equal installments on April 4, 2019, April 4, 2020 and April 4, 2021 subject to the terms and conditions of the award agreement.
Remarks
The filing of this Statement 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. This statement is executed pursuant to the Limited Power of Attorney filed with this Statement. Exhibit 24 – Limited Power of Attorney, dated February 12, 2019.