Richard A. Baker - Jan 14, 2022 Form 4 Insider Report for RETAIL OPPORTUNITY INVESTMENTS CORP (ROIC)

Role
Director, Non-Executive Chairman
Signature
/s/ Michael B. Haines, Attorney-in-fact for Richard A. Baker
Stock symbol
ROIC
Transactions as of
Jan 14, 2022
Transactions value $
$0
Form type
4
Date filed
1/19/2022, 03:18 PM
Previous filing
Jan 4, 2022
Next filing
Feb 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ROIC Common Stock, par value $0.0001 per share 292K Jan 14, 2022 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 ROIC OP Units Award $0 +12.6K $0.00 12.6K Jan 14, 2022 Common Stock, par value $0.0001 per share 12.6K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 12, 2019, the reporting person was granted, subject to vesting, 23,446 long-term incentive plan units ("LTIP Units") of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Partnership") and the operating partnership of Retail Opportunity Investments Corp., a Maryland corporation (the "Company"), 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 LTIP Units was based on the Company's achievement of certain performance criteria during the performance period from January 1, 2019 to December 31, 2021 (the "performance period"). Certain of such performance criteria were met during the performance period resulting in vesting of 12,635 LTIP Units on January 14, 2021.
F2 Vested LTIP Units, after achieving parity with units of limited partner interest ("OP Units") in the Partnership (as described in the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement")), are eligible to be converted into OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement. On January 18, 2021, 12,635 LTIP Units were automatically converted by the Company into 12,635 OP Units upon satisfying such conditions. Upon conversion of LTIP Units into OP Units, 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 the Partnership Agreement) 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.
F3 N/A