SEC Form 4 · accession 0001104659-15-003483
GLIMCHER REALTY TRUST · GRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Herbert Glimcher
Director
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 9:19 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(1)F1 | Jan 15, 2015 | D | 82,580 | — | D | 0 | D | |
| Common Shares of Beneficial Interest(2)F2 | Jan 15, 2015 | D | 803,845 | — | D | 0 | I | By Spouse |
| Common Shares of Beneficial Interest(3)F3,F4 | Jan 15, 2015 | D | 10,745 | — | D | 0 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership Units of Glimcher Properties LP (the ''Units'')F6,F5 | — | Jan 15, 2015 | D | 1,078,634 | D | — | — | Common Stock | 1,078,634 | 0 | D |
Explanation of responses
- F1Includes 72,460 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 10,120 restricted share awards, each of which vested as a common share of beneficial interest and was converted into 0.1989 of a WPG common share plus $10.40 in cash, plus any accrued but unpaid dividends with respect to such restricted share award, at the effective time of the Merger.
- F2Each common share of beneficial interest held by the spouse was converted into 0.1989 shares of WPG common stock plus $10.40 in cash upon the consummation of the Merger.
- F3Each common share of beneficial interest held by the trust was converted into 0.1989 shares of WPG common stock plus $10.40 in cash upon the consummation of the Merger.
- F4These shares are held in a trust for the benefit of the Reporting Person's sister-in-law. The Reporting Person's spouse is a co-trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities.
- F5Consists of 120,404 Units held by the Reporting Person's spouse and 958,230 Units held by Trust. At the Reporting Person's option, these Units were redeemable at any time for, at the option of Glimcher LP, (a) cash or (b) the Issuer's common shares of beneficial interest on a one-for-one basis. The price of a Unit would have been equal to its fair market value (which was generally the value of a common share of beneficial interest of the Issuer) computed as of the date of redemption.
- F6Disposed of pursuant to the Merger Agreement and converted into 0.7431 of a limited partnership unit of Washington Prime Group, L. P.