Sec Form 4 Filing - TANZ STUART A @ RETAIL OPPORTUNITY INVESTMENTS CORP - 2023-01-25

Insider filing report for Changes in Beneficial Ownership
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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
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
TANZ STUART A
2. Issuer Name and Ticker or Trading Symbol
RETAIL OPPORTUNITY INVESTMENTS CORP [ ROIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O RETAIL OPPORTUNITY INVESTMENTS CORP., 11250 EL CAMINO REAL, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2023
(Street)
SAN DIEGO, CA92130
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/25/2023 A 133,974( 1 ) A $ 0 1,905,221 I See footnote( 2 )
Common Stock, par value $0.0001 per share 01/25/2023 F 46,444( 3 ) D $ 15.03 1,858,777 I See footnote( 2 )
Common Stock, par value $0.0001 per share 09/30/2022 G( 4 ) V 225,000 D $ 0 1,633,777 I See footnote( 2 )
Common Stock, par value $0.0001 per share 09/30/2022 A V 225,000 A $ 0 225,000 I See footnote( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
OP Units ( 6 ) ( 6 ) ( 7 ) Common Stock, par value $0.0001 per share 113,727 113,727 I See footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANZ STUART A
C/O RETAIL OPPORTUNITY INVESTMENTS CORP.
11250 EL CAMINO REAL, SUITE 200
SAN DIEGO, CA92130
X Chief Executive Officer
Signatures
/s/ Michael B. Haines, Attorney-in-fact for Stuart A. Tanz 01/26/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 18, 2020, the reporting person was granted, subject to vesting, 220,458 restricted shares of 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 Company's Amended and Restated 2009 Equity Incentive Plan and such amount reflects the maximum earnable award under such grant. Vesting of the shares was based on the Company's achievement of certain performance criteria during the performance period from January 1, 2020 to December 31, 2022 (the "performance period"). Certain of such performance criteria were met during the performance period resulting in vesting of 133,974 shares on January 25, 2023.
( 2 )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.
( 3 )Consists of shares of common stock of the Company, withheld by the Company in order to satisfy the tax withholding obligation of the reporting person in connection with shares of restricted common stock that vested.
( 4 )On September 30, 2022, the reporting person transferred a total of 225,000 shares of common stock to two grantor retained annuity trusts of which the reporting person is the sole annuitant and trustee.
( 5 )These shares are held by two grantor retained annuity trusts of which the reporting person is the sole annuitant and trustee.
( 6 )The reporting person has the right to cause the Partnership to redeem some or all of the reporting person's OP Units for cash in an amount equal to the market value (as defined in Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended) 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, subject to certain adjustments.
( 7 )N/A

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