Heather Ohlberg - 12 Dec 2023 Form 4 Insider Report for RPT Realty

Role: EVP, Gen. Counsel, Secretary
Signature: /s/ Raymond Merk, attorney-in-fact
Issuer symbol: N/A
Transactions as of: 12 Dec 2023
Net transactions value: -$1,066,309
Form type: 4
Filing time: 14 Dec 2023, 20:45:57 UTC
Previous filing: 06 Mar 2023
Next filing: 04 Jan 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NYSE: RPT	Common Shares of Beneficial Interest	Options Exercise	$0	+15,000	+25%	$0.000000	75,203	12 Dec 2023	Direct	F1
transaction	NYSE: RPT	Common Shares of Beneficial Interest	Award	$0	+38,278	+51%	$0.000000	113,481	12 Dec 2023	Direct	F2
transaction	NYSE: RPT	Common Shares of Beneficial Interest	Award	$0	+27,712	+24%	$0.000000	141,193	12 Dec 2023	Direct	F3
transaction	NYSE: RPT	Common Shares of Beneficial Interest	Award	$0	+48,340	+34%	$0.000000	189,533	12 Dec 2023	Direct	F4
transaction	NYSE: RPT	Common Shares of Beneficial Interest	Tax liability	$1,066,309	-87,188	-46%	$12.23	102,345	12 Dec 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	-7,500	-100%	$0.000000^*	0	12 Dec 2023	Common Shares of Beneficial Interest	15,000		Direct	F1

* 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 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 Agreement and Plan of Merger, dated as of August 28, 2023 (the "Merger Agreement"), by and among RPT Realty ("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 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.
F3	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.
F4	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.