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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 | ||||||||
| Restricted Stock Units | (3) | 02/20/2019 | M | 81,967 | (4) | (3) | Common Stock, par value $0.0001 per share | 81,967 | $ 0 | 163,935 | D | ||||
| Restricted Stock Units | (3) | 02/21/2019 | M | 52,192 | (5) | (3) | Common Stock, par value $0.0001 per share | 52,192 | $ 0 | 52,192 | D | ||||
| Restricted Stock Units | (3) | 02/20/2019 | A | 250,000 | (6) | (6) | Common Stock, par value $0.0001 per share | 250,000 | $ 0 | 250,000 | D | ||||
| Performance Stock Units | (7) | 02/20/2019 | A | 250,000 | (8) | (8) | Common Stock, par value $0.0001 per share | 250,000 | $ 0 | 250,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CONFORTI LOUIS G C/O WASHINGTON PRIME GROUP INC. 180 EAST BROAD STREET COLUMBUS, OH 43215 |
X | Chief Executive Officer | ||
| /s/ Stephen E. Ifeduba | 02/22/2019 | |
| **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) | Issuer's common stock (the "Common Stock") acquired upon vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 20, 2018 (the "Grant Date"). |
| (2) | Common Stock acquired upon vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 21, 2017 (the "Second Grant Date"). |
| (3) | Each of the RSUs represents a contingent right to receive one share of Common Stock. |
| (4) | Listed RSUs were awarded on the Grant Date and represent a portion of the total award that vests on the annual anniversary of the Grant Date and is converted on a one-for-one basis to Common Stock. |
| (5) | Listed RSUs were awarded on the Second Grant Date and represent a portion of the total award that vests on the annual anniversary of the Second Grant Date and is converted on a one-for-one basis to Common Stock. |
| (6) | The awarded RSUs shall vest and become non-forfeitable in one-third installments on each of the first, second and third anniversaries of February 20, 2019, provided that the Reporting Person is in continued compliance with certain covenants in the Reporting Person's employment agreement and subject to certain provisions of such agreement relating to a change in control of the Issuer. |
| (7) | Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock |
| (8) | Unvested PSUs shall be earned based upon the satisfaction of certain relative total shareholder return criteria ("TSR Criteria") with the number of earned PSUs ranging from 0% to 150% of the allocated amount awarded based on the achievement of the Company in the TSR Criteria over a three-year performance period from February 20, 2019 to February 20, 2022 ("Vesting Date"), provided that the Reporting Person is in continued compliance with certain covenants in the Reporting Person's employment agreement and subject to certain provisions of such agreement relating to a change in control of the Issuer. Settlement of the PSUs shall occur as soon as practicable after the Vesting Date, but no later than March 15, 2023. |
| Remarks: This Form 4 is executed pursuant to the Limited Power of Attorney filed as Exhibit 24 to a Form 4 filed on October 11, 2016. | |