Brian Harper - Dec 12, 2023 Form 4 Insider Report for RPT Realty (NYSE: RPT)

Role
CEO and President, Director
Signature
/s/ Raymond Merk, attorney-in-fact
Stock symbol
NYSE: RPT
Transactions as of
Dec 12, 2023
Transactions value $
-$14,862,471
Form type
4
Date filed
12/14/2023, 08:44 PM
Previous filing
Mar 6, 2023
Next filing
Jan 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NYSE: RPT Common Shares of Beneficial Interest Award $0 +372K +49.43% $0.00 1.12M Dec 12, 2023 Direct F1
transaction NYSE: RPT Common Shares of Beneficial Interest Options Exercise $0 +550K +48.91% $0.00 1.67M Dec 12, 2023 Direct F2
transaction NYSE: RPT Common Shares of Beneficial Interest Award $0 +287K +17.14% $0.00 1.96M Dec 12, 2023 Direct F3
transaction NYSE: RPT Common Shares of Beneficial Interest Award $0 +200K +10.19% $0.00 2.16M Dec 12, 2023 Direct F4
transaction NYSE: RPT Common Shares of Beneficial Interest Award $0 +298K +13.78% $0.00 2.46M Dec 12, 2023 Direct F5
transaction NYSE: RPT Common Shares of Beneficial Interest Tax liability -$14.9M -1.22M -49.41% $12.23 1.24M Dec 12, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NYSE: RPT Performance Restricted Share Units Options Exercise $0 -275K -100% $0.00* 0 Dec 12, 2023 Common Shares of Beneficial Interest 500K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted share units granted to the reporting person in June 2018 that were subject to performance-based vesting hurdles for the period from June 15, 2018 through December 31, 2024. In connection with that certain Agreement and Plan of Merger, dated as of August 28, 2023 (the "Merger Agreement"), by and among RPT Realty, a Maryland real estate investment trust ("RPT"), RPT Realty, L.P., a Delaware limited partnership, Kimco Realty Corporation, a Maryland corporation ("Kimco"), Kimco Realty OP, LLC, a Delaware limited liability company ("Kimco OP"), Tarpon Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kimco, and Tarpon OP Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kimco OP, the Compensation and Human Capital Committee of the Board of Trustees of RPT (the "Compensation Committee") accelerated the vesting of such restricted share units, effective as of December 12, 2023.
F2 Represents restricted share units granted to the reporting person in October 2020 that were subject to vesting based on the appreciation of RPT's common share price during the period from October 27, 2020 through December 31, 2024. In connection with the Merger Agreement, the Compensation Committee accelerated the vesting of such restricted shares units, effective as of December 12, 2023.
F3 Represents restricted share units granted to the reporting person in February 2021 that were subject to performance-based vesting hurdles for the period from January 1, 2021 through December 31, 2023. In connection with the Merger Agreement, the Compensation Committee accelerated the vesting of such restricted shares units, effective as of December 12, 2023.
F4 Represents restricted share units granted to the reporting person in March 2022 that were subject to performance-based vesting hurdles for the period from January 1, 2022 through December 31, 2024. In connection with the Merger Agreement, the Compensation Committee accelerated the vesting of such restricted shares units, effective as of December 12, 2023.
F5 Represents restricted share units granted to the reporting person in March 2023 that were subject to performance-based vesting hurdles for the period from January 1, 2023 through December 31, 2025. In connection with the Merger Agreement, the Compensation Committee accelerated the vesting of such restricted shares units, effective as of December 12, 2023.