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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 32.75 | 01/15/2015 | A(1) | 58,798 | (5) | 03/08/2015 | Common Stock | 58,798 | (6) | 58,798 | D | ||||
| Stock Option (Right to Buy) | $ 32.17 | 01/15/2015 | A(1) | 58,798 | (7) | 05/04/2016 | Common Stock | 58,798 | (6) | 58,798 | D | ||||
| Partnership Units of WPG, L.P. (the "Units") | (8) | 01/15/2015 | A(1) | 193,110 | (8) | (8) | Common Stock | 193,110 | (9) | 193,110 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GLIMCHER MICHAEL P 180 EAST BROAD STREET COLUMBUS, OH 43215 |
X | Vice Chairman and CEO | ||
| /s/ Robert P. Demchak | 01/20/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Acquisition of securities in connection with the Agreement and Plan of Merger, dated September 16, 2014 (the "Merger Agreement"), pursuant to which Glimcher Realty Trust ("Glimcher") merged with and into WPG Subsidiary Holdings I, LLC, an indirect subsidiary of the Issuer (the "Merger"). |
| (2) | Includes 702,233 restricted share awards. |
| (3) | Upon consummation of the Merger, each common share of beneficial interest of Glimcher held by the Reporting Person at the effective time of the Merger was converted into 0.1989 shares of Issuer common stock plus $10.40 in cash. Each Glimcher restricted share held by the Reporting Person at the effective time of the Merger was converted into an award of a number of restricted common shares of the Issuer equal to the number of Glimcher restricted shares held multiplied by the sum of (x) 0.1989 of a share of common stock of the Issuer and (y) the quotient of (A) $10.40 divided by (B) the volume weighted average closing price of Issuer common stock on the New York Stock Exchange ("NYSE") on the last ten trading days immediately prior to the Merger. |
| (4) | Upon consummation of the Merger, each Glimcher common share of beneficial interest held at the effective time of the Merger was converted into 0.1989 shares of Issuer common stock plus $10.40 in cash. |
| (5) | The option vested in three equal annual installments commencing on March 9, 2006. |
| (6) | Upon consummation of the Merger, each outstanding stock option of Glimcher was converted into 0.784 of an option of the Issuer. |
| (7) | The option vested in three equal annual installments commencing on May 5, 2007. |
| (8) | At the Reporting Person's option, these Units are redeemable at any time for, at the option of the Issuer, as the general partner of Washington Prime Group, L.P. ("WPG LP"), (a) cash or (b) the Issuer's common stock on a one-for-one basis. The price of a Unit is equal to its fair market value which, for purposes of redemption, is the average closing price on the NYSE of the Issuer's common stock as determined over a five consecutive trading day period commencing on the trading date immediately preceding the date on which the Unit holder submits an exercise notice to the Issuer for redemption of the Units. |
| (9) | Upon consummation of the Merger, the outstanding limited partnership units of Glimcher Properties LP converted into 0.7431 of a limited partnership unit of WPG LP. |