Mark Edward Yale Form 4 WASHINGTON PRIME / Mark Edward Yale ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Yale Mark Edward

(Last) (First) (Middle)

C/O WASHINGTON PRIME GROUP INC.

180 EAST BROAD STREET

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock, par value $0.0001 per share	02/21/2018		M		10,438	A	(1)	219,308	D
Common Stock, par value $0.0001 per share	02/21/2018		M		16,573	A	(2)	235,881	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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	(3)	02/21/2018		M			10,438	(4)	(3)	Common Stock, par value $0.0001 per share	10,438	$0	20,877	D
Restricted Stock Units	(3)	02/21/2018		M			16,573	(4)	(3)	Common Stock, par value $0.0001 per share	16,573	$0	33,147	D
Restricted Stock Units	(3)	02/20/2018		A		49,180		(5)	(5)	Common Stock, par value $0.0001 per share	49,180	$0	49,180	D
Performance Stock Units	(6)	02/20/2018		A		49,180		(7)	(7)	Common Stock, par value $0.0001 per share	49,180	$0	49,180	D

Explanation of Responses:

1. Issuer's common stock (the "Common Stock") acquired upon vesting of one-third of 31,315 restricted stock units ("RSUs") awarded to the Reporting Person on February 21, 2017 (the "Grant Date").

2. Common Stock acquired upon vesting of one-third of 49,720 RSUs awarded to the Reporting Person on the Grant Date and which constitute the earned payout for the Issuer's 2016 Annual Awards.

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 one-third portion of the total award that vested on the one-year anniversary of the Grant Date and converted on a one-for-one basis to Common Stock.

5. The awarded RSUs shall vest and become nonforfeitable in one-third installments on each of the first, second and third anniversaries of the grant date of February 20, 2018 ("2018 Grant 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.

6. Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock.

7. 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 the 2018 Grant Date to February 20, 2021 ("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, 2022.

	/s/ Stephen E. Ifeduba, as attorney-in-fact	02/22/2018
	** Signature of Reporting Person	Date
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