SEC Form 4 · accession 0001104659-15-003485
GLIMCHER REALTY TRUST · GRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Niles C Overly
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 InterestF1 | Jan 15, 2015 | D | 129,627 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3 | $25.67 | Jan 15, 2015 | D | 3,000 | D | — | Mar 8, 2015 | Common Stock | 3,000 | 0 | D |
| Stock Option (Right to Buy)F4,F5 | $25.22 | Jan 15, 2015 | D | 3,000 | D | — | May 4, 2016 | Common Stock | 3,000 | 0 | D |
| Stock Option (Right to Buy)F6,F7 | $27.28 | Jan 15, 2015 | D | 3,000 | D | — | Mar 7, 2017 | Common Stock | 3,000 | 0 | D |
| Stock Option (Right to Buy)F8,F9 | $10.94 | Jan 15, 2015 | D | 1,200 | D | — | Mar 11, 2019 | Common Stock | 1,200 | 0 | D |
| Stock Option (Right to Buy)F10,F11 | $4.51 | Jan 15, 2015 | D | 1,200 | D | — | Mar 4, 2020 | Common Stock | 1,200 | 0 | D |
Explanation of responses
- F1Includes 119,507 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 was, at the effective time of the Merger, converted into an award of a number of WPG restricted common shares equal to 10,120 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.
- F2At 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.
- F3Stock options were exercisable commencing on March 9, 2005.
- 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 $32.17.
- F5Stock options were exercisable commencing on May 5, 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 $34.80.
- F7Stock options were exercisable commencing on March 8, 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.