SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

DROUGHT THOMAS J JR

(Last)

(First)

(Middle)

180 EAST BROAD STREET

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLIMCHER REALTY TRUST [ GRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Director of Leasing

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest⁽¹⁾	01/15/2015		D⁽¹⁾		178,856⁽¹⁾	D	⁽¹⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	⁽²⁾	01/15/2015		D⁽³⁾			37,974⁽³⁾	⁽²⁾⁽³⁾	12/31/2016⁽³⁾	Common Stock	37,974	⁽³⁾	0	D
Stock Option (Right to Buy)	$25.67	01/15/2015		D⁽⁴⁾			20,000	⁽⁵⁾	03/08/2015	Common Stock	20,000	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$25.22	01/15/2015		D⁽⁶⁾			10,000	⁽⁷⁾	05/04/2016	Common Stock	10,000	⁽⁶⁾	0	D
Stock Option (Right to Buy)	$4.51	01/15/2015		D⁽⁸⁾			4,000	⁽⁹⁾	03/04/2020	Common Stock	4,000	⁽⁸⁾	0	D

Explanation of Responses:

1. Includes 39,706 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 139,150 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 139,150 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.

2. 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.

3. 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 0.1989 shares of WPG common stock plus $10.40 in cash at the effective time of the Merger for each such vested performance share, less applicable withholding.

4. 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.

5. Stock options were exercisable in three equal annual installments commencing on March 9, 2006.

6. 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.

7. Stock options were exercisable in three equal annual installments commencing on May 5, 2007.

8. 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 $5.76.

9. Stock options were exercisable in three equal annual installments commencing on March 5, 2011.

	/s/ Mark E. Yale, Attorney-in-Fact	01/20/2015
	** Signature of Reporting Person	Date
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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