Sec Form 4 Filing - CONFORTI LOUIS G @ WASHINGTON PRIME GROUP INC. - 2019-08-02

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

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, 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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1. Name and Address of Reporting Person CONFORTI LOUIS G 2. Issuer Name and Ticker or Trading Symbol WASHINGTON PRIME GROUP INC. [ WPG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O WASHINGTON PRIME GROUP INC., 180 EAST BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2019 (Street) COLUMBUS, OH43215 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 08/02/2019 A 500,000 ( 2 ) ( 2 ) Common Stock, par value $0.0001 per share 500,000 $ 0 500,000 D Performance Stock Units ( 3 ) 08/02/2019 A 500,000 ( 4 ) ( 4 ) Common Stock, par value $0.0001 per share 500,000 $ 0 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONFORTI LOUIS G C/O WASHINGTON PRIME GROUP INC. 180 EAST BROAD STREET COLUMBUS, OH43215 X CEO Signatures /s/ Robert P. Demchak 08/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of the restricted stock units ("RSUs") represents a contingent right to receive one share of Issuer's common stock (the "Common Stock"). ( 2 )The awarded RSUs shall be evidenced by an award agreement (the "RSU Agreement") and vest and become non-forfeitable in one-third installments (including any dividend equivalent payments per the terms of the RSU Agreement) on each of the third, fourth and fifth anniversaries of August 2, 2019 (the "Grant Date"), provided that the Reporting Person is in continued compliance with certain covenants in the Reporting Person's amended and restated employment agreement (the "Agreement") and subject to certain provisions of the Agreement relating to termination of the Reporting Person and a change in control of the Issuer. ( 3 )Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock. ( 4 )PSUs shall be evidenced by an award agreement (the "PSU Agreement") and be earned based upon the satisfaction of certain annualized total shareholder return criteria ("TSR Criteria") with the number of earned PSUs ranging from 0% to 200% of the allocated amount awarded based on the achievement by the Company of the TSR Criteria over a three-year performance period beginning on the Grant Date. Earned PSUs, if any, shall vest in one-third installments on each of the third, fourth and fifth anniversaries of the Grant Date, provided that the Reporting Person is in continued compliance with certain covenants in the Agreement and subject to certain provisions of the PSU Agreement relating to a change in control of the Issuer. Issuer shall exchange one share of Common Stock for one earned and vested PSU (including any dividend equivalent rights that shall also be paid in shares of Common Stock in accordance with the PSU Agreement).

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).

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