Sec Form 4 Filing - Soffer Jacquelyn R @ WASHINGTON PRIME GROUP INC. - 2020-12-29

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Soffer Jacquelyn R 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WASHINGTON PRIME GROUP INC., 180 EAST BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2020 (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 12/29/2020 M 709 A 11,821 D Common Stock, par value $0.0001 per share 12/29/2020 M 934 A 12,755 D Common Stock, par value $0.0001 per share 12/29/2020 M 1,340 A 14,095 D Common Stock, par value $0.0001 per share 12/29/2020 M 1,778 A 15,873 D Common Stock, par value $0.0001 per share 12/29/2020 M 1,967 A 17,840 D Common Stock, par value $0.0001 per share 12/29/2020 M 2,924 A 20,764 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 Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 12/29/2020 M 709 ( 2 ) ( 1 ) Common Stock, par value $0.0001 per share 709 $ 0 0 D Restricted Stock Units ( 1 ) 12/29/2020 M 934 ( 3 ) ( 1 ) Common Stock, par value $0.0001 per share 934 $ 0 0 D Restricted Stock Units ( 1 ) 12/29/2020 M 1,340 ( 4 ) ( 1 ) Common Stock, par value $0.0001 per share 1,340 $ 0 0 D Restricted Stock Units ( 1 ) 12/29/2020 M 1,778 ( 5 ) ( 1 ) Common Stock, par value $0.0001 per share 1,778 $ 0 0 D Restricted Stock Units ( 1 ) 12/29/2020 M 1,967 ( 6 ) ( 1 ) Common Stock, par value $0.0001 per share 1,967 $ 0 0 D Restricted Stock Units ( 1 ) 12/29/2020 M 2,924 ( 7 ) ( 1 ) Common Stock, par value $0.0001 per share 2,924 $ 0 0 D Restricted Stock Units ( 1 ) 12/29/2020 D 19,324 ( 8 ) ( 8 ) Common Stock, par value $0.0001 per share 0 ( 9 ) $ 0 0 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Soffer Jacquelyn R C/O WASHINGTON PRIME GROUP INC. 180 EAST BROAD STREET COLUMBUS, OH43215 X Signatures /s/ Robert P. Demchak, Attorney-in-Fact 12/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Washington Prime Group Inc. ("WPG") common stock. ( 2 )Listed RSUs were awarded on August 4, 2014, vested on August 4, 2015 and, in connection with the Reporting Person's resignation and cessation of membership on the WPG Board of Directors pursuant to the terms of the Restricted Stock Unit Award Agreement for this particular grant, will now convert on a one-for-one basis to WPG common stock. The original grant was 6,380 RSUs, but was adjusted to 709 RSUs following WPG'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 shares. ( 3 )Listed RSUs were awarded on May 21, 2015, vested on May 21, 2016 and, in connection with the Reporting Person's resignation and cessation of membership on the WPG Board of Directors pursuant to the terms of the Restricted Stock Unit Award Agreement for this particular grant, will now convert on a one-for-one basis to WPG common stock. The original grant was for 8,403 RSUs, but was adjusted to 934 RSUs following the Split. The Split impacted WPG's common shares and securities convertible or exercisable into WPG common shares. ( 4 )Listed RSUs were awarded on May 17, 2016, vested on May 17, 2017 and, in connection with the Reporting Person's resignation and cessation of membership on the WPG Board of Directors pursuant to the terms of the Restricted Stock Unit Award Agreement for this particular grant, will now convert on a one-for-one basis to WPG common stock. The original grant was for 12,060 RSUs, but was adjusted to 1,340 RSUs following the Split. The Split impacted WPG's common shares and securities convertible or exercisable into WPG common shares. ( 5 )Listed RSUs were awarded on May 18, 2017, vested on May 18, 2018 and, in connection with the Reporting Person's resignation and cessation of membership on the WPG Board of Directors pursuant to the terms of the Restricted Stock Unit Award Agreement for this particular grant, will now convert on a one-for-one basis to WPG common stock. The original grant was for 16,000 RSUs, but was adjusted to 1,778 RSUs following the Split. The Split impacted WPG's common shares and securities convertible or exercisable into WPG common shares. ( 6 )Listed RSUs were awarded on May 17, 2018, vested on May 17, 2019 and, in connection with the Reporting Person's resignation and cessation of membership on the WPG Board of Directors pursuant to the terms of the Restricted Stock Unit Award Agreement for this particular grant, will now convert on a one-for-one basis to WPG common stock. The original grant was for 17,700 RSUs, but was adjusted to 1,967 RSUs following the Split. The Split impacted WPG's common shares and securities convertible or exercisable into WPG common shares. ( 7 )Listed RSUs were awarded on May 16, 2019, vested on May 16, 2020 and, in connection with the Reporting Person's resignation and cessation of membership on the WPG Board of Directors pursuant to the terms of the Restricted Stock Unit Award Agreement for this particular grant, will now convert on a one-for-one basis to WPG common stock. The original grant was for 26,316 RSUs, but was adjusted to 2,924 RSUs following the Split. The Split impacted WPG's common shares and securities convertible or exercisable into WPG common shares. ( 8 )These RSUs were to vest on May 18, 2021, subject to the Reporting Person's continued membership on the WPG Board of Directors through that date. ( 9 )On December 29, 2020, the Reporting Person forfeited her grant of these RSUs and such RSUs were cancelled in connection with her resignation from the WPG Board of Directors. The original grant was for 173,913 RSUs, but was adjusted to 19,324 RSUs following the Split. The Split impacted WPG's common shares and securities convertible or exercisable into WPG common shares. ( 10 )WPG common stock acquired upon conversion of vested RSUs held by the Reporting Person to common stock on a one-for-one basis in connection with her resignation and cessation of membership on the WPG Board of Directors.

Remarks: 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 May 22, 2017 as Exhibit 24 to a Form 4.

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.