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
|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
|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
|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 Underlying Securities
(Instr. 3 and 4)
|8. Price of Derivative Security
|9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
|10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|11. Nature of Indirect Beneficial Ownership
|Code||V||(A)||(D)||Date Exercisable||Expiration Date||Title||Amount or Number of Shares|
|Restricted Stock Units||(1)||08/30/2016||A||8,727||(2)||(2)||Common Stock, par value $0.0001 per share||8,727||$ 0||8,727||D|
|Reporting Owner Name / Address||Relationships|
|von Blucher Sheryl G.
C/O WASHINGTON PRIME GROUP INC.
180 EAST BROAD STREET
COLUMBUS, OH 43215
|/s/ Robert P. Demchak||08/31/2016|
|**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)||Each restricted stock unit represents a contingent right to receive one share of Washington Prime Group Inc. common stock.|
|(2)||The restricted stock units shall vest on May 17, 2017, subject to the reporting person's continued membership on the WPG Board of Directors through that date. Vested shares will be delivered to the reporting person as soon as practicable following the cessation of membership on the board of directors, as provided in the Restricted Stock Unit Award Agreement.|
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 8/31/2016 as Exhibit 24 to Form 3.