Statement of Changes in Beneficial Ownership (4)
24 February 2021 - 8:32AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Birge J. Taggart |
2. Issuer Name and Ticker or Trading Symbol
WASHINGTON PRIME GROUP INC.
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WPG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O WASHINGTON PRIME GROUP INC., 180 EAST BROAD STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2021 |
(Street)
COLUMBUS, OH 43215
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | 2/19/2021 | | D | | | 14090 (3) | (2) | (2) | Common Stock, par value $0.0001 per share | 14090 | $0 | 14091 (3)(4) | D | |
Explanation of Responses: |
(1) | Each restricted stock unit (a "RSU" or the "RSUs") represents a contingent right to receive one share of Washington Prime Group Inc. ("WPG," "Issuer" or the "Company") common stock. |
(2) | These RSUs were to vest on May 18, 2021, subject to the reporting person's continued membership on the WPG Board of Directors (the "Board") through that date. |
(3) | As part of the changes to WPG's director compensation program (the "Program"), the reporting person is terminating fifty percent (50%) of the RSU grant he received on May 18, 2020 (the "Grant") in exchange for receiving the first cash payment under the Program. The reporting person received 253,623 RSUs as part of the Grant, but this amount was adjusted to 28,181 RSUs following WPG's one (1) for nine (9) reverse stock split (the "Split") that became effective on December 22, 2020. The Split impacted WPG's common shares and securities convertible or exercisable into WPG common stock. Other than the RSU termination described herein, which became effective on February 19, 2021, all remaining RSUs comprising the Grant remain outstanding and subject to the current terms and conditions of the Grant as well as all other outstanding RSUs awarded to the reporting person heretofore. |
(4) | Any fractional RSUs remaining after the reduction and cancellation described herein shall be rounded up to nearest whole unit. |
Remarks: The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. Executed pursuant to Power of Attorney filed on May 22, 2017 as Exhibit 24 to a Form 3. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Birge J. Taggart C/O WASHINGTON PRIME GROUP INC. 180 EAST BROAD STREET COLUMBUS, OH 43215 | X |
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Signatures
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/s/ Robert P. Demchak, as attorney in fact | | 2/23/2021 |
**Signature of Reporting Person | Date |
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