SEC Form 4 · accession 0001437749-19-003158
WASHINGTON PRIME GROUP INC. · WPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert P Demchak
Officer — EVP, GC & Corp. Sec.
Period of report
Feb 20, 2019
Accepted (ET)
Feb 22, 2019 · 4:03 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 20, 2019 | M | 13,661 | — | A | 41,772 | D | |
| Common Stock, par value $0.0001 per shareF2 | Feb 21, 2019 | M | 12,207 | — | A | 53,979 | D | |
| Common Stock, par value $0.0001 per shareF2 | Feb 21, 2019 | M | 8,698 | — | A | 62,677 | 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 20, 2019 | M | 13,661 | D | — | — | Common Stock, par value $0.0001 per share | 13,661 | 27,323 | D |
| Restricted Stock UnitsF3,F5 | — | Feb 21, 2019 | M | 12,207 | D | — | — | Common Stock, par value $0.0001 per share | 12,207 | 12,207 | D |
| Restricted Stock UnitsF3,F5 | — | Feb 21, 2019 | M | 8,698 | D | — | — | Common Stock, par value $0.0001 per share | 8,698 | 8,699 | D |
| Restricted Stock UnitsF3,F6 | — | Feb 20, 2019 | A | 43,328 | A | — | — | Common Stock, par value $0.0001 per share | 43,328 | 43,328 | D |
| Performance Stock UnitsF7,F8 | — | Feb 20, 2019 | A | 43,328 | A | — | — | Common Stock, par value $0.0001 per share | 43,328 | 43,328 | D |
Explanation of responses
- F1Issuer's common stock (the "Common Stock") acquired upon vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 20, 2018 (the "Grant Date").
- F2Common Stock acquired upon vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 21, 2017 (the "Second Grant Date").
- 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 portion of the total award that vests on the annual anniversary of the Grant Date and is converted on a one-for-one basis to Common Stock.
- F5Listed RSUs were awarded on the Second Grant Date and represent a portion of the total award that vests on the annual anniversary of the Second Grant Date and is converted on a one-for-one basis to Common Stock.
- F6The 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 employment agreement and subject to certain provisions of such agreement relating to a change in control of the Issuer.
- F7Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock.
- F8Unvested 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 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, 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 23, 2017.