Brian Harper - Dec 28, 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 28, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/4/2024, 03:54 PM
Previous filing: Dec 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NYSE: RPT	Common Shares of Beneficial Interest	Gift	$0	-58K	-4.66%	$0.00	1.19M	Dec 28, 2023	Direct
transaction	NYSE: RPT	Common Shares of Beneficial Interest	Disposed to Issuer		-1.19M	-100%		0	Jan 2, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the 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, pursuant to which RPT merged with and into Kimco on January 2, 2024, with Kimco surviving the merger (the "Merger"), at the effective time of the Merger, each issued and outstanding common share of beneficial interest, par value $0.01 per share of RPT ("RPT Common Shares")
F2	[Continued from Footnote 1] held by the Reporting Person was automatically converted into the right to receive 0.6049 shares of common stock, par value $0.01 per share, of Kimco ("Kimco Common Stock"), subject to any adjustment, without interest, plus the right, if any, to receive cash in lieu of any fractional shares of Kimco Common Stock into which such RPT Common Shares would have been converted. On December 29, 2023, the closing price of RPT Common Shares was $12.38 per share and the closing price of Kimco Common Stock was $21.31 per share.

Content

Pursuant to the 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, pursuant to which RPT merged with and into Kimco on January 2, 2024, with Kimco surviving the merger (the "Merger"), at the effective time of the Merger, each issued and outstanding common share of beneficial interest, par value $0.01 per share of RPT ("RPT Common Shares")

[Continued from Footnote 1] held by the Reporting Person was automatically converted into the right to receive 0.6049 shares of common stock, par value $0.01 per share, of Kimco ("Kimco Common Stock"), subject to any adjustment, without interest, plus the right, if any, to receive cash in lieu of any fractional shares of Kimco Common Stock into which such RPT Common Shares would have been converted. On December 29, 2023, the closing price of RPT Common Shares was $12.38 per share and the closing price of Kimco Common Stock was $21.31 per share.