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 OF SECURITIES 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 * Overly Niles C   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) 180 EAST BROAD STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/15/2015 (Street) COLUMBUS, OH 43215 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock, $.0001 par value 01/15/2015   A(1)   25,781 A (2) 25,781 D

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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 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

Stock Option (Right to Buy)

$ 32.75

01/15/2015

A(1)

2,352

(3)

03/08/2015

Common Stock

2,352

(4)

2,352

D

Stock Option (Right to Buy)

$ 32.17

01/15/2015

A(1)

2,352

(5)

05/04/2016

Common Stock

2,352

(4)

2,352

D

Stock Option (Right to Buy)

$ 34.8

01/15/2015

A(1)

2,352

(6)

03/07/2017

Common Stock

2,352

(4)

2,352

D

Stock Option (Right to Buy)

$ 1.79

01/15/2015

A(1)

940

(7)

03/11/2019

Common Stock

940

(4)

940

D

Stock Option (Right to Buy)

$ 5.76

01/15/2015

A(1)

940

(8)

03/04/2020

Common Stock

940

(4)

940

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Overly Niles C 180 EAST BROAD STREET COLUMBUS, OH 43215	X

Signatures

/s/ Robert P. Demchak		01/20/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Acquisition of securities in connection with the Agreement and Plan of Merger, dated September 16, 2014 (the "Merger Agreement"), pursuant to which Glimcher Realty Trust ("Glimcher") merged with and into WPG Subsidiary Holdings I, LLC, an indirect subsidiary of the Issuer (the "Merger").
(2)	Upon consummation of the Merger, each common share of beneficial interest of Glimcher held by the Reporting Person at the effective time of the Merger was converted into 0.1989 shares of Issuer common stock plus $10.40 in cash. Each Glimcher restricted share held by the Reporting Person at the effective time of the Merger was converted into an award of a number of restricted common shares of the Issuer equal to the number of Glimcher restricted shares held multiplied by the sum of (x) 0.1989 of a share of common stock of the Issuer and (y) the quotient of (A) $10.40 divided by (B) the volume weighted average closing price of Issuer common stock on the New York Stock Exchange ("NYSE") on the last ten trading days immediately prior to the Merger.
(3)	The option vested on March 9, 2005.
(4)	Upon consummation of the Merger, each outstanding stock option of Glimcher was converted into 0.784 of an option of the Issuer.
(5)	The option vested on May 5, 2006.
(6)	The option vested on March 8, 2007.
(7)	The option vested in three equal annual installments commencing on March 12, 2010.
(8)	The option vested in three equal annual installments commencing on March 5, 2011.

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