SEC Form 4 · accession 0001104659-15-003476
GLIMCHER REALTY TRUST · GRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Drought Jr.
Officer — EVP, Director of Leasing
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 9:15 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 InterestF1 | Jan 15, 2015 | D | 178,856 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3,F2 | — | Jan 15, 2015 | D | 37,974 | D | — | Dec 31, 2016 | Common Stock | 37,974 | 0 | D |
| Stock Option (Right to Buy)F4,F5 | $25.67 | Jan 15, 2015 | D | 20,000 | D | — | Mar 8, 2015 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F6,F7 | $25.22 | Jan 15, 2015 | D | 10,000 | D | — | May 4, 2016 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F8,F9 | $4.51 | Jan 15, 2015 | D | 4,000 | D | — | Mar 4, 2020 | Common Stock | 4,000 | 0 | D |
Explanation of responses
- F1Includes 39,706 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 139,150 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 139,150 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.
- 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 0.1989 shares of WPG common stock plus $10.40 in cash 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 $5.76.
- F9Stock options were exercisable in three equal annual installments commencing on March 5, 2011.