SEC Form SC 13G/A filed by Retail Value Inc. (Amendment)

2/14/22 4:55:16 PM ET

$RVI

Real Estate Investment Trusts

Consumer Services

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SC 13G/A 1 retailvalue13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Retail Value Inc.

(Name of Issuer)

Common Shares, par value $0.10 per share

(Title of Class of Securities)

76133Q102

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO.

76133Q102

13G

1	NAMES OF REPORTING PERSONS

	Silver Point Capital, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a)	☐
			(b)	☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,982,317

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,982,317

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,982,317

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.4%¹

12	TYPE OF REPORTING PERSON*
	IA, PN

The percentages used herein and in the rest of this Amendment No. 1 to Schedule 13G are calculated based upon 21,117,150 shares of the Issuer’s common stock outstanding as of October 29, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2021.

2 of 10

CUSIP NO.

76133Q102

13G

1	NAMES OF REPORTING PERSONS

	Edward A. Mulé

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a)	☐
			(b)	☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,982,317

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,982,317

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,982,317

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.4%¹

12	TYPE OF REPORTING PERSON*
	IN

3 of 10

CUSIP NO.

76133Q102

13G

1	NAMES OF REPORTING PERSONS

	Robert J. O'Shea

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a)	☐
			(b)	☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,982,317

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,982,317

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,982,317

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.4%¹

12	TYPE OF REPORTING PERSON*
	IN

4 of 10

Item 1 (a)	Name of Issuer:

	The name of the issuer is Retail Value Inc. (the “Issuer”).

(b)	Address of Issuer's Principal Executive Offices:

	The Issuer’s principal executive office is located at 3300 Enterprise Parkway, Beachwood, Ohio 44122.

Item 2(a)	Name of Person Filing:

	This Amendment No. 1 to Schedule 13G is being jointly filed by Silver Point Capital, L.P., a Delaware limited partnership ("Silver Point"), Mr. Edward A. Mulé and Mr. Robert J. O'Shea with respect to the ownership of the Issuer's common shares by Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P., Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P. and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P.² Silver Point, Mr. Mulé and Mr. O'Shea are collectively referred to herein as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2022, a copy of which is filed with this Amendment No. 1 to Schedule 13G, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)	Address of Principal Business Office or, if none, Residence:

	The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, CT 06830.

(c)	Citizenship:

	Silver Point Capital, L.P. is organized as a limited partnership under the laws of the State of Delaware. Both Mr. Mulé and Mr. O'Shea are U.S. citizens.

(d)	Title of Class of Securities:

	Common Shares, par value $0.10 per share

(e)	CUSIP No.:

	76133Q102

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

	Not Applicable

The funds listed in Item 2(a) above (collectively, the “Funds”) are managed by Silver Point or its wholly owned subsidiaries. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Funds. Each of Mr. Edward A. Mulé and Mr. Robert J. O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Funds and may be deemed to be a beneficial owner of the securities held by the Funds.

5 of 10

Item 4

Ownership:


A.	Silver Point Capital, L.P.

	(a)		Amount beneficially owned: 1,982,317

	(b)		Percent of class: 9.4%

	(c)		Number of shares as to which such person has:

			(i)		Sole power to vote or direct the vote: -0-

			(ii)		Shared power to vote or direct the vote: 1,982,317

			(iii)		Sole power to dispose or direct the disposition: -0-

			(iv)		Shared power to dispose or direct the disposition: 1,982,317

B.		Edward A. Mulé

		(a)		Amount beneficially owned: 1,982,317

		(b)		Percent of class: 9.4%

		(c)		Number of shares as to which such person has:

				(i)		Sole power to vote or direct the vote: -0-

				(ii)		Shared power to vote or direct the vote: 1,982,317

				(iii)		Sole power to dispose or direct the disposition: -0-

				(iv)		Shared power to dispose or direct the disposition: 1,982,317

C.		Robert J. O'Shea

		(a)		Amount beneficially owned: 1,982,317

		(b)		Percent of class: 9.4%

		(c)		Number of shares as to which such person has:

				(i)			Sole power to vote or direct the vote: -0-

				(ii)			Shared power to vote or direct the vote: 1,982,317

				(iii)			Sole power to dispose or direct the disposition: -0-

				(iv)			Shared power to dispose or direct the disposition: 1,982,317

6 of 10

Item 5	Ownership of Five Percent or Less of a Class:

	If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6	Ownership of More Than Five Percent on Behalf of Another Person:

	See response to Item 4.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

	Not applicable.

Item 8	Identification and Classification of Members of the Group:

	Not applicable.

Item 9	Notice of Dissolution of Group:

	Not applicable.

Item 10	Certification:

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

7 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13G is true, complete and correct.

Date: February 14, 2022

		Silver Point Capital, L.P.

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Its:	Authorized Signatory

		Edward A. Mulé

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Title:	Attorney-in-fact

		Robert J. O'Shea

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Title:	Attorney-in-fact

8 of 10

EXHIBIT INDEX

Exhibit		Description of Exhibit

Exhibit A		Joint Filing Agreement dated February 14, 2022.

Exhibit B		Power of Attorney of Edward A. Mulé (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).

Exhibit C		Power of Attorney of Robert O'Shea (incorporated here by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).

9 of 10

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 14, 2022

		Silver Point Capital, L.P.

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Its:	Authorized Signatory

		Edward A. Mulé

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Title:	Attorney-in-fact

		Robert J. O'Shea

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Title:	Attorney-in-fact

10 of 10

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Date

Price Target

Rating

Analyst

8/23/2021

$26.50 → $27.00

Overweight

Morgan Stanley

7/21/2021

$23.50 → $26.50

Overweight

Morgan Stanley

SEC Form SC 13G/A filed by Retail Value Inc. (Amendment)

2/14/22 4:55:16 PM ET

$RVI

Real Estate Investment Trusts

Consumer Services

Get the next $RVI alert in real time by email

SC 13G/A 1 retailvalue13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Retail Value Inc.

(Name of Issuer)

Common Shares, par value $0.10 per share

(Title of Class of Securities)

76133Q102

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

CUSIP NO.

76133Q102

13G

1	NAMES OF REPORTING PERSONS

	Silver Point Capital, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a)	☐
			(b)	☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,982,317

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,982,317

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,982,317

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.4%¹

12	TYPE OF REPORTING PERSON*
	IA, PN

2 of 10

CUSIP NO.

76133Q102

13G

1	NAMES OF REPORTING PERSONS

	Edward A. Mulé

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a)	☐
			(b)	☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,982,317

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,982,317

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,982,317

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.4%¹

12	TYPE OF REPORTING PERSON*
	IN

3 of 10

CUSIP NO.

76133Q102

13G

1	NAMES OF REPORTING PERSONS

	Robert J. O'Shea

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
			(a)	☐
			(b)	☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,982,317

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,982,317

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,982,317

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.4%¹

12	TYPE OF REPORTING PERSON*
	IN

4 of 10

Item 1 (a)	Name of Issuer:

	The name of the issuer is Retail Value Inc. (the “Issuer”).

(b)	Address of Issuer's Principal Executive Offices:

	The Issuer’s principal executive office is located at 3300 Enterprise Parkway, Beachwood, Ohio 44122.

Item 2(a)	Name of Person Filing:

	This Amendment No. 1 to Schedule 13G is being jointly filed by Silver Point Capital, L.P., a Delaware limited partnership ("Silver Point"), Mr. Edward A. Mulé and Mr. Robert J. O'Shea with respect to the ownership of the Issuer's common shares by Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P., Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P. and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P.² Silver Point, Mr. Mulé and Mr. O'Shea are collectively referred to herein as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2022, a copy of which is filed with this Amendment No. 1 to Schedule 13G, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)	Address of Principal Business Office or, if none, Residence:

	The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, CT 06830.

(c)	Citizenship:

	Silver Point Capital, L.P. is organized as a limited partnership under the laws of the State of Delaware. Both Mr. Mulé and Mr. O'Shea are U.S. citizens.

(d)	Title of Class of Securities:

	Common Shares, par value $0.10 per share

(e)	CUSIP No.:

	76133Q102

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

	Not Applicable

5 of 10

Item 4

Ownership:


A.	Silver Point Capital, L.P.

	(a)		Amount beneficially owned: 1,982,317

	(b)		Percent of class: 9.4%

	(c)		Number of shares as to which such person has:

			(i)		Sole power to vote or direct the vote: -0-

			(ii)		Shared power to vote or direct the vote: 1,982,317

			(iii)		Sole power to dispose or direct the disposition: -0-

			(iv)		Shared power to dispose or direct the disposition: 1,982,317

B.		Edward A. Mulé

		(a)		Amount beneficially owned: 1,982,317

		(b)		Percent of class: 9.4%

		(c)		Number of shares as to which such person has:

				(i)		Sole power to vote or direct the vote: -0-

				(ii)		Shared power to vote or direct the vote: 1,982,317

				(iii)		Sole power to dispose or direct the disposition: -0-

				(iv)		Shared power to dispose or direct the disposition: 1,982,317

C.		Robert J. O'Shea

		(a)		Amount beneficially owned: 1,982,317

		(b)		Percent of class: 9.4%

		(c)		Number of shares as to which such person has:

				(i)			Sole power to vote or direct the vote: -0-

				(ii)			Shared power to vote or direct the vote: 1,982,317

				(iii)			Sole power to dispose or direct the disposition: -0-

				(iv)			Shared power to dispose or direct the disposition: 1,982,317

6 of 10

Item 5	Ownership of Five Percent or Less of a Class:

	If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6	Ownership of More Than Five Percent on Behalf of Another Person:

	See response to Item 4.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

	Not applicable.

Item 8	Identification and Classification of Members of the Group:

	Not applicable.

Item 9	Notice of Dissolution of Group:

	Not applicable.

Item 10	Certification:

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

7 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13G is true, complete and correct.

Date: February 14, 2022

		Silver Point Capital, L.P.

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Its:	Authorized Signatory

		Edward A. Mulé

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Title:	Attorney-in-fact

		Robert J. O'Shea

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Title:	Attorney-in-fact

8 of 10

EXHIBIT INDEX

Exhibit		Description of Exhibit

Exhibit A		Joint Filing Agreement dated February 14, 2022.

Exhibit B		Power of Attorney of Edward A. Mulé (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).

Exhibit C		Power of Attorney of Robert O'Shea (incorporated here by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).

9 of 10

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

Date: February 14, 2022

		Silver Point Capital, L.P.

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Its:	Authorized Signatory

		Edward A. Mulé

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Title:	Attorney-in-fact

		Robert J. O'Shea

		By:	/s/ Steven Weiser
		Name:	Steven Weiser
		Title:	Attorney-in-fact

10 of 10

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Date

Price Target

Rating

Analyst

8/23/2021

$26.50 → $27.00

Overweight

Morgan Stanley

7/21/2021

$23.50 → $26.50

Overweight

Morgan Stanley

SEC Form SC 13G/A filed by Retail Value Inc. (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$RVI

SEC Form SC 13G/A filed by Retail Value Inc. (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$RVI

$RVI
SEC Filings

SEC Form 497AD filed by Retail Value Inc.

Retail Value Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Leadership Update

Retail Value Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

$RVI
Analyst Ratings

Morgan Stanley reiterated coverage on Retail Value with a new price target

Morgan Stanley reiterated coverage on Retail Value with a new price target

Morgan Stanley reiterated coverage on Retail Value with a new price target

$RVI
Insider Trading

SEC Form 3: New insider Otto-Bernstein Katharina claimed ownership of 3,743,903 units of Common Shares

SEC Form 4: Otto Alexander sold $98,277,454 worth of Common Shares (3,743,903 units at $26.25), closing all direct ownership in the company

SEC Form 4: Koetter Henrie W covered exercise/tax liability with 598 units of Common Shares, decreasing direct ownership by 4% to 12,835 units

$RVI
Press Releases

Retail Value Inc. Announces Tax Allocations of 2022 Distributions

Terreno Realty Corporation Adds Independent Director

Retail Value Inc. Announces New Ticker Symbol for Trading in OTC Pink Market

$RVI
Large Ownership Changes

SEC Form SC 13G filed by Retail Value Inc.

SEC Form SC 13G filed by Retail Value Inc.