Chief Executive Officer Tanz Stuart A returned $40,539,712 worth of shares to the company (2,316,555 units at $17.50) (SEC Form 4)
$ROIC
Real Estate Investment Trusts
Real Estate
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RETAIL OPPORTUNITY INVESTMENTS CORP [ ROIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.0001 per share | 02/12/2025 | D | 2,235,965(1) | D | $17.5(2) | 0 | I | See footnote(3) | ||
| Common Stock, par value $0.0001 per share | 02/12/2025 | D | 80,590 | D | $17.5(2) | 0 | I | See footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| OP Units | (3)(5)(6) | 02/12/2025 | A | 280,112 | (6) | (7) | Common Stock, par value $0.0001 per share | 280,112 | $0 | 393,839 | I | See footnote(3) | |||
| OP Units | (3)(8)(9) | 02/12/2025 | A | 332,810 | (9) | (7) | Common Stock, par value $0.0001 per share | 332,810 | $0 | 726,649 | I | See footnote(3) | |||
| OP Units | (3)(10) | 02/12/2025 | D | 726,649 | (10) | (10) | Common Stock, par value $0.0001 per share | 726,649 | $17.5 | 0 | I | See footnote(3) | |||
| Explanation of Responses: |
| 1. Certain of the amounts being disposed are 157,621 shares the reporting person was previously granted of restricted common stock, par value $0.0001 per share ("common stock"), of Retail Opportunity Investments Corp., a Maryland corporation (the "Company"), that were issued pursuant to the Retail Opportunity Investments Corp. Second Amended and Restated 2009 Equity Incentive Plan, previously reported on Form 4. These shares were subject to time-based vesting, the vesting of which was accelerated immediately prior to the Company Merger Effective Time (as defined in the Merger Agreement). |
| 2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated November 6, 2024, by and among Montana Purchaser LLC ("Buyer 1"), Mountain Purchaser LLC ("Buyer 2"), Big Sky Purchaser LLC ("Buyer 3" and, together with Buyer 1 and Buyer 2, collectively, the "Parent Entities"), Montana Merger Sub Inc. ("Merger Sub I"), Montana Merger Sub II LLC ("Merger Sub II"), the Company and Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Partnership") at the Company Merger Effective Time, each outstanding share of common stock was automatically canceled and converted into the right to receive an amount in cash equal to $17.50, without interest. As of the Company Merger Effective Time all common stock issued and outstanding immediately prior to the Company Merger Effective Time are no longer outstanding and were automatically canceled and cease to exist. |
| 3. These shares of common stock, or units of limited partner interest ("OP Units") of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Partnership") and the operating partnership of the Company, as the case may be, are held by the Stuart A. Tanz Separate Property Trust U/A dated 6/16/2006 of which the reporting person's spouse is a Trustee. |
| 4. These shares are held by two grantor retained annuity trusts of which the reporting person is the sole annuitant and trustee. |
| 5. On February 21, 2023, the reporting person was granted, subject to vesting, 280,112 long-term incentive plan units ("LTIP Units") of the Partnership pursuant to the Company's Amended and Restated 2009 Equity Incentive Plan and such amount reflects the maximum earnable award under such grant. Vesting of the LTIP Units was based on the Company's achievement of certain performance criteria during the performance period from January 1, 2023 to December 31, 2025 (the "performance period"). Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each LTIP (vested or unvested) that is outstanding immediately prior to the Company Merger Effective Time vested. |
| 6. Pursuant to the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"), the general partner of the Partnership caused a Forced Redemption (as defined in the Partnership Agreement) immediately prior to the Partnership Merger Effective Time (as defined in the Merger Agreement), thereby redeeming 280,112 LTIP Units for 280,112 OP Units. The reporting person has the right to cause the Partnership to redeem such OP Units for cash in an amount equal to the market value (as defined in the Partnership Agreement) of an equivalent number of shares of common stock or, at the Company's option, shares of common stock on a one-for-one basis. |
| 7. N/A |
| 8. On February 20, 2024, the reporting person was granted, subject to vesting, 332,810 LTIP Units of the Partnership pursuant to the Company's Amended and Restated 2009 Equity Incentive Plan and such amount reflects the maximum earnable award under such grant. Vesting of the LTIP Units was based on the Company's achievement of certain performance criteria during the performance period from January 1, 2024 to December 31, 2026 (the "performance period"). Pursuant to the Merger Agreement, effective immediately prior to the Company Merger Effective Time, each LTIP (vested or unvested) that is outstanding immediately prior to the Company Merger Effective Time became fully vested. |
| 9. Pursuant to the Partnership Agreement, the general partner of the Partnership caused a Forced Redemption (as defined in the Partnership Agreement) immediately prior to the Partnership Merger Effective Time (as defined in the Merger Agreement), thereby redeeming 332,810 LTIP Units for 332,810 OP Units. The reporting person has the right to cause the Partnership to redeem such OP Units for cash in an amount equal to the market value (as defined in the Partnership Agreement) of an equivalent number of shares of common stock or, at the Company's option, shares of common stock on a one-for-one basis. |
| 10. The OP Units were convertible for a number of shares of common stock of equivalent value. Pursuant to the Merger Agreement, each qualifying holder of OP Units was provided the option to, at their election, retain such OP Units in the Surviving Partnership (as defined in the Merger Agreement). Such retained OP Units will remain outstanding as fully paid OP Units of the Surviving Partnership at the Partnership Merger Effective Time (as defined in the Merger Agreement). The reporting person has elected to retain 100% of the reporting person's OP Units in the Surviving Partnership. |
| Remarks: |
| /s/ Robert M. Worden, Attorney-in-fact for Stuart A. Tanz | 02/14/2025 | |
| ** 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). | ||
| 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. | ||