SEC Form 4 · accession 0001437749-19-003156
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 20, 2019
Accepted (ET)
Feb 22, 2019 · 4:02 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 UnitsF1,F2 | — | Feb 20, 2019 | A | 15,695 | A | — | — | Common Stock, par value $0.0001 per share | 15,695 | 15,695 | D |
| Performance Stock UnitsF3,F4 | — | Feb 20, 2019 | A | 15,695 | A | — | — | Common Stock, par value $0.0001 per share | 15,695 | 15,695 | D |
Explanation of responses
- F1Each of the RSUs represents a contingent right to receive one share of Common Stock.
- F2The awarded RSUs shall vest and become non-forfeitable in one-third installments on each of the first, second and third anniversaries of February 20, 2019, provided that the Reporting Person is in continued compliance with certain covenants in the Reporting Person's award agreement and subject to certain provisions of such agreement relating to a change in control of the Issuer.
- F3Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock.
- F4Unvested 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 February 20, 2019 to February 20, 2022 ("Vesting Date"), provided that the Reporting Person is in continued compliance with certain covenants in the Reporting Person's award 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, 2023.
Remarks
This Form 4 is executed pursuant to the Limited Power of Attorney filed as Exhibit 24 to a Form 3 filed on February 15, 2019.