FORM 4 [ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Indest Melissa A.		 2. Issuer Name and Ticker or Trading Symbol

WASHINGTON PRIME GROUP INC. [ WPG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive VP, Finance and CAO
(Last)          (First)          (Middle)

C/O WASHINGTON PRIME GROUP INC., 180 EAST BROAD STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/2/2021
(Street)

COLUMBUS, OH 43215
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units (1) (1)4/2/2021  D     2797 (2)  (1) (2)Common Stock, par value $0.0001 per share 2797 $0 0 (2)D  
Explanation of Responses:
(1) Represents long-term incentive performance ("LTIP") units of Washington Prime Group, L.P. (the "Operating Partnership"), of which Washington Prime Group Inc. (the "Company" or "WPG") is the general partner, issued as long-term incentive compensation pursuant to the Operating Partnership's 2014 Stock Incentive Plan in compliance with Rule 16b-3. Each of the LTIP units have vested and, subject to certain qualifying book-up events, may be converted into a unit of limited partnership interest of the Operating Partnership ("Partnership Unit"). Each Partnership Unit may then be exchanged, at the option and discretion of the reporting person, for, as determined by the Company, a share of the Company's common stock on a one-for-one basis or cash.
(2) The reporting person is terminating, canceling and abandoning all the listed LTIP units. The reporting person was awarded 17,110 LTIP units on February 24, 2015 (the "First Grant") and another 8,054 LTIP units on February 25, 2016 (the "Second Grant"). Each of the aforementioned awards were adjusted following the Company'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. As a result of the Split, the First Grant was adjusted from 17,110 LTIP units outstanding to 1,902 LTIP units outstanding and the Second Grant was adjusted from 8,054 LTIP units outstanding to 895 LTIP units outstanding.

Remarks:
The filing of this Form 4 shall not be construed as an admission (a) that the person filing this Form 4 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 Form 4, or (b) that this Form 4 is legally required to be filed by such person. This Form 4 is executed pursuant to the Limited Power of Attorney filed as Exhibit 24 to a Form 4 filed on February 23, 2017.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Indest Melissa A.
C/O WASHINGTON PRIME GROUP INC.
180 EAST BROAD STREET
COLUMBUS, OH 43215

Executive VP, Finance and CAO
Signatures
/s/ Stephen E. Ifeduba , as attorney-in-fact4/5/2021
**Signature of Reporting PersonDate
Washington Prime (NYSE:WPG-I)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Washington Prime Charts.
Washington Prime (NYSE:WPG-I)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Washington Prime Charts.