4//SEC Filing
GLIMCHER REALTY TRUST 4
Accession 0001104659-15-003472
CIK 0000912898operating
Filed
Jan 19, 7:00 PM ET
Accepted
Jan 20, 9:13 PM ET
Size
18.6 KB
Accession
0001104659-15-003472
Insider Transaction Report
Form 4
GLIMCHER MICHAEL P
DirectorChairman and CEO
Transactions
- Disposition to Issuer
Performance Shares
2015-01-15−136,320→ 0 totalExp: 2016-12-31→ Common Stock (136,320 underlying) - Disposition to Issuer
Common Shares of Beneficial Interest
2015-01-15−1,164,701→ 0 total - Disposition to Issuer
Common Shares of Beneficial Interest
2015-01-15−500→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (Right to Buy)
2015-01-15−75,000→ 0 totalExercise: $25.67Exp: 2015-03-08→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-01-15−75,000→ 0 totalExercise: $25.22Exp: 2016-05-04→ Common Stock (75,000 underlying) - Disposition to Issuer
Partnership Units of Glimcher Properties LP (the "Units")
2015-01-15−259,872→ 0 total→ Common Stock (259,872 underlying)
Footnotes (10)
- [F1]Includes 268,980 common shares of beneficial interest of Glimcher Realty Trust (the "Issuer") disposed of pursuant to the Agreement and Plan of Merger, dated September 16, 2014 (the "Merger Agreement"). Each such common share of beneficial interest held by the Reporting Person was converted into 0.1989 shares of Washington Prime Group Inc. ("WPG") common stock plus $10.40 in cash upon the consummation of the merger of the Issuer with and into WPG Subsidiary Holdings I, LLC (the "Merger"). Also includes 895,721 restricted share awards, each of which was, at the effective time of the Merger, converted into an award of a number of WPG restricted common shares equal to 895,721 multiplied by the sum of (x) 0.1989 of a WPG common share and (y) the quotient of (A) $10.40 divided by (B) the volume weighted average closing price of WPG common shares on the NYSE on the last ten trading days immediately prior to the Merger.
- [F10]Disposed of pursuant to the Merger Agreement and converted into 0.7431 of a limited partnership unit of Washington Prime Group, L. P.
- [F2]Disposed of pursuant to the Merger Agreement and converted into 0.1989 of a WPG common share plus $10.40 in cash upon the consummation of the Merger (the "Merger Consideration").
- [F3]Awarded to the Reporting Person under the 2012 Glimcher Realty Trust Incentive Compensation Plan. These performance shares awards provided for payment in the Issuer's common shares of beneficial interest in an amount ranging from 50% and 200% of the performance shares awarded based upon satisfaction of certain performance criteria over a three-year performance period.
- [F4]Reflects the number of performance shares that vested at the effective time of the Merger. Due to the change in control of the Issuer resulting from the consummation of the Merger, the performance period concluded at the effective time of the Merger. The performance shares were disposed of pursuant to the Merger Agreement, and the Reporting Person received the Merger Consideration at the effective time of the Merger for each such vested performance share, less applicable withholding.
- [F5]At the effective time of the Merger, each outstanding stock option was converted into 0.784 of a WPG option with an exercise price of $32.75.
- [F6]Stock options were exercisable in three equal annual installments commencing on March 9, 2006.
- [F7]At the effective time of the Merger, each outstanding stock option was converted into 0.784 of a WPG option with an exercise price of $32.17.
- [F8]Stock options were exercisable in three equal annual installments commencing on May 5, 2007.
- [F9]At the Reporting Person's option, these Units were redeemable at any time for, at the option of Glimcher LP, (a) cash or (b) the Issuer's common shares of beneficial interest on a one-for-one basis. The price of a Unit would have been equal to its fair market value (which was generally the value of a common share of beneficial interest of the Issuer) computed as of the date of redemption.
Documents
Issuer
GLIMCHER REALTY TRUST
CIK 0000912898
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0000912898
Filing Metadata
- Form type
- 4
- Filed
- Jan 19, 7:00 PM ET
- Accepted
- Jan 20, 9:13 PM ET
- Size
- 18.6 KB