Washington Prime (WPGGQ) Form 4 WASHINGTON PRIME / Robert P Demchak 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Demchak Robert P

(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)
EVP, GC & Corp. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2021

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

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
LTIP Units(1)	(1)	04/01/2021		D			3,130(2)	(1)	(2)	Common Stock, par value $0.0001 per share	3,130	$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 15,000 LTIP units on August 25, 2014 (the "First Grant") and another 13,162 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 15,000 LTIP units outstanding to 1,667 LTIP units outstanding and the Second Grant was adjusted from 13,162 LTIP units outstanding to 1,463 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.

	/s/ Stephen E. Ifeduba , as attorney-in-fact	04/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.