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S-8
WASHINGTON PRIME GROUP INC. filed this Form S-8 on 05/20/2019
Entire Document
 
wpg20190517_s8.htm

 

As filed with the Securities and Exchange Commission on May 20, 2019

Registration No. 333-      

 



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

WASHINGTON PRIME GROUP INC.

(Exact name of Registrant as specified in its
charter)

 

Indiana

 

46-4323686

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

180 East Broad Street

Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)

 

2019 Washington Prime Group, L.P. Stock Incentive Plan

(Full title of the Plan)

 

 


 

Robert P. Demchak
180 East Broad Street

Columbus, Ohio 43215

(Name and address of agent for service)

 

 


 

(614) 621-9000

(Telephone number, including area code, of agent for service)

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer  

Accelerated filer ☐

 

 

Non-accelerated filer ☐

Smaller reporting company ☐

 

 

 

Emerging growth company ☐

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of securities to be registered

 

Amount to be
registered (1)

 

Proposed maximum
offering price per
share

 

Proposed maximum
aggregate offering
price

 

Amount of
registration
fee

 

Common stock, $0.0001 par value per share, to be issued under the 2019 Washington Prime Group, L.P. Stock Incentive Plan

 

7,290,000

$

4.90

(2)

$

35,721,000

(2)

$

4,329.39

(2)

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also be deemed to register any additional securities to be offered or issued in connection with the provisions of the 2019 Washington Prime Group, L.P. Stock Incentive Plan (the “Plan”) that provide for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from share splits, share dividends or similar transactions.

 

(2)

Pursuant to Rule 457(h) under the Securities Act, the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of Washington Prime Group Inc. common stock as reported by the New York Stock Exchange on May 16, 2019.

 

 

©2013- WASHINGTON PRIME GROUP