SEC Form 4 · accession 0001104659-15-003474

GLIMCHER REALTY TRUST · GRT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark Edward Yale

Officer — EVP, CFO & Treasurer

Period of report

Jan 15, 2015

Accepted (ET)

Jan 20, 2015 · 9:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000912898

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares of Beneficial Interest^F1	Jan 15, 2015	D	292,978	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Shares^F3,F2	—	Jan 15, 2015	D	54,528	D	—	Dec 31, 2016	Common Stock	54,528	D
Stock Option (Right to Buy)^F4,F5	$25.67	Jan 15, 2015	D	15,000	D	—	Mar 8, 2015	Common Stock	15,000	D
Stock Option (Right to Buy)^F6,F7	$25.22	Jan 15, 2015	D	25,000	D	—	May 4, 2016	Common Stock	25,000	D
Stock Option (Right to Buy)^F8,F9	$1.40	Jan 15, 2015	D	8,000	D	—	Mar 11, 2019	Common Stock	8,000	D
Stock Option (Right to Buy)^F10,F11	$4.51	Jan 15, 2015	D	8,000	D	—	Mar 4, 2020	Common Stock	8,000	D

Explanation of responses

F1Includes 75,559 common shares of beneficial interest of Glimcher Realty Trust (the "Issuer") disposed of pursuant to the Agreement and Plan of Merger, dated September 16, 2014 (the "Merger Agreement"). Each such common share of beneficial interest held by the Reporting Person was converted into 0.1989 shares of Washington Prime Group Inc. ("WPG") common stock plus $10.40 in cash upon the consummation of the merger of the Issuer with and into WPG Subsidiary Holdings I, LLC (the "Merger"). Also includes 217,419 restricted share awards, each of which was, at the effective time of the Merger, converted into an award of a number of WPG restricted common shares equal to 217,419 multiplied by the sum of (x) 0.1989 of a WPG common share and (y) the quotient of (A) $10.40 divided by (B) the volume weighted average closing price of WPG common shares on the NYSE on the last ten trading days immediately prior to the Merger.
F10At the effective time of the Merger, each outstanding stock option was converted into 0.784 of a WPG option with an exercise price of $5.76.
F11Stock options were exercisable in three equal annual installments commencing on March 5, 2011.
F2Awarded to the Reporting Person under the 2012 Glimcher Realty Trust Incentive Compensation Plan. These performance shares awards provided for payment in the Issuer's common shares of beneficial interest in an amount ranging from 50% and 200% of the performance shares awarded based upon satisfaction of certain performance criteria over a three-year performance period.
F3Reflects the number of performance shares that vested at the effective time of the Merger. Due to the change in control of the Issuer resulting from the consummation of the Merger, the performance period concluded at the effective time of the Merger. The performance shares were disposed of pursuant to the Merger Agreement, and the Reporting Person received the Merger Consideration at the effective time of the Merger for each such vested performance share, less applicable withholding.
F4At the effective time of the Merger, each outstanding stock option was converted into 0.784 of a WPG option with an exercise price of $32.75.
F5Stock options were exercisable in three equal annual installments commencing on March 9, 2006.
F6At the effective time of the Merger, each outstanding stock option was converted into 0.784 of a WPG option with an exercise price of $32.17.
F7Stock options were exercisable in three equal annual installments commencing on May 5, 2007.
F8At the effective time of the Merger, each outstanding stock option was converted into 0.784 of a WPG option with an exercise price of $1.79.
F9Stock options were exercisable in three equal annual installments commencing on March 12, 2010.