Sec Form 4 Filing - Yale Mark Edward @ WASHINGTON PRIME GROUP INC. - 2020-02-20

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 Yale Mark Edward 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) Exec VP, CFO (Last) (First) (Middle) C/O WASHINGTON PRIME GROUP INC., 180 EAST BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2020 (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 Common Stock, par value $0.0001 per share 02/20/2020 M 17,331 A 298,618 D Common Stock, par value $0.0001 per share 02/20/2020 M 16,394 A 313,012 D Common Stock, par value $0.0001 per share 02/21/2020 M 16,573 A 329,585 D Common Stock, par value $0.0001 per share 02/21/2020 M 10,438 A 340,023 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 (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 I ndirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 4 ) 02/20/2020 M 17,331 ( 5 ) ( 4 ) Common Stock, par value $0.0001 per share 17,331 $ 0 34,662 D Restricted Stock Units ( 4 ) 02/20/2020 M 16,394 ( 6 ) ( 4 ) Common Stock, par value $0.0001 per share 16,394 $ 0 16,393 D Restricted Stock Units ( 4 ) 02/21/2020 M 16,573 ( 7 ) ( 4 ) Common Stock, par value $0.0001 per share 16,573 $ 0 0 D Restricted Stock Units ( 4 ) 02/21/2020 M 10,438 ( 7 ) ( 4 ) Common Stock, par value $0.0001 per share 10,438 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yale Mark Edward C/O WASHINGTON PRIME GROUP INC. 180 EAST BROAD STREET COLUMBUS, OH43215 Exec VP, CFO Signatures /s/ Stephen E. Ifeduba 02/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Issuer's common stock (the "Common Stock") acquired upon vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 20, 2019 (the "Grant Date"). ( 2 )Common Stock acquired upon vesting of RSUs awarded to the Reporting Person on February 20, 2018 (the "Second Grant Date"). ( 3 )Common Stock acquired upon vesting of RSUs awarded to the Reporting Person on February 21, 2017 (the "Third Grant Date"). ( 4 )Each of the RSUs represents a contingent right to receive one share of Common Stock. ( 5 )Listed RSUs were awarded on the Grant Date and represent a portion of the total award that vests on the annual anniversary of the Grant Date and is converted on a one-for-one basis to Common Stock. ( 6 )Listed RSUs were awarded on the Second Grant Date and represent a portion of the total award that vests on the annual anniversary of the Second Grant Date and is converted on a one-for-one basis to Common Stock. ( 7 )Listed RSUs were awarded on the Third Grant Date and represent a portion of the total award that vests on the annual anniversary of the Third Grant Date and is converted on a one-for-one basis to Common Stock.

Remarks: 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.

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).

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